Purchase Price and Closings. Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Table of Contents Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of up to four million two hundred fifty thousand dollars ($4,250,000) (the “Purchase Price”). The initial closing under this Agreement (the “Initial Closing”) shall take place on or about July 2, 2009 (the “Initial Closing Date”). Following the Initial Closing and until the earlier of (i) October 31, 2009 or (ii) such time that the Company shall have issued Notes totaling $4,250,000 in principal, the Company shall have the right, subject to the terms and conditions hereof, to issue Notes and Warrants to existing Purchasers and additional persons who the Company shall be authorized to add to and include in Exhibit A hereto, in such amounts as the Company shall determine. Any additional person added to Exhibit A hereto, shall be deemed a “Purchaser” for all purposes of this Agreement. The subsequent closings under this Agreement shall take place upon the mutual agreement of the Company and the additional Purchasers participating in such Subsequent Closings (the “Subsequent Closings,” and the date of each such Subsequent Closing, a “Subsequent Closing Date”). Each of the Initial Closing and the Subsequent Closing are sometimes referred to in this Agreement as a “Closing” and the date of any such closing, the “Closing Date”. The Initial Closing under this Agreement shall take place at the offices of Vision Opportunity Master Fund, LLP, 00 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m., New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to the Initial Closing shall have been fulfilled or waived in accordance herewith. In the event that the Company does not receive at least two million seven hundred fifty thousand dollars ($2,750,000) in gross proceeds from the Initial Closing on or prior to July 6, 2009, the Company may terminate this Agreement, the Notes, the Warrants, the Warrant Amendments and the Security Agreement upon written notice to the Purchasers. Subject to the terms and conditions of this Agreement, at each Closing the Company shall deliver or cause to be delivered to each Purchaser (x) its Notes for the princ...
Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Closing”) shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel to the Placement Agent. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Purchaser shall deliver its Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”).
Purchase Price and Closings. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Initial Preferred Shares set forth opposite their respective names in Schedule I. The aggregate purchase price of the Initial Preferred Shares being purchased by each Purchaser is set forth opposite such Purchaser's name in Schedule I. The initial purchase and sale shall take place at a closing (the "Initial Closing") to be held at the offices of Messrs. Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, on November 6, 1996, at 10:00 A.M., or at such other location, on such other date and at such time as may be mutually agreed upon. At the Initial Closing, the Company will issue and deliver certificates evidencing the Initial Preferred Shares to be sold at such Initial Closing to each of the Purchasers (or its nominee) against payment of the full purchase price therefor by wire transfer or check payable to the order of the Company.
Purchase Price and Closings. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and the Warrants for an aggregate purchase price of up to One Million Dollars ($1,000,000) (the “Purchase Price”).
Purchase Price and Closings. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes for an aggregate purchase price of up to $40,000,000 (the “Purchase Price”). At each Closing (as defined below), each Purchaser shall deliver the applicable portion of the Purchase Price by wire transfer of immediately available funds to the Company.
Purchase Price and Closings. 2 1.06. Use of Proceeds......................................................3 1.07. Representations and Warranties by the Purchasers.....................3 1.08.
Purchase Price and Closings. (a) The Company agrees to issue and sell to the Person (the "Purchaser") listed on Schedule 1.01 hereto those principal amounts of Primary and Secondary Notes set forth opposite Purchaser's name in Schedule 1.01, for an amount equal to one hundred percent (100%) of the principal amounts thereof. In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase, that principal amount of Primary Notes set forth opposite its name in Schedule 1.01, for an amount equal to one hundred percent (100%) of the principal amount thereof.
Purchase Price and Closings. 2 Section 1.3 Conversion Shares / Warrant Shares..................................................2 Section 1.4 Exchange of Promissory Notes........................................................2 Section 1.5 Share Exchange Transaction .........................................................2
Purchase Price and Closings. 2 Section 1.3 Conversion Shares / Warrant Shares.......................2
Purchase Price and Closings. Section 1.1 Subscription of Convertible Preferred Shares 1 Section 1.2 Subscription Price 1 Section 1.3 Closing 1 Section 1.4 Closing Conditions 2 Article II
