Sale and Issuance of Securities. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing (as defined in Section 1.2), and the Company agrees to sell and issue to the Investor at the Closing, 2,500,000 shares of the Company’s Common Stock, $.01 par value per share (the “Shares”) and a warrant, in the form attached as Exhibit B (the “Warrant”), to purchase 2,500,000 shares of Common Stock at an exercise price of $.90 per share (the “Warrant Shares”) for a purchase price of$.40per Share and Warrant, for the aggregate purchase price of $1,000,000 (the “Purchase Price”). Such Shares together with the Warrants, are collectively referred to herein as the “Securities”.
Sale and Issuance of Securities. Subject to the terms and conditions of this Agreement, the Company agrees to sell to the Investor and the Investor agrees to purchase from the Company a total of 3,280,000 Shares (the "Newly Issued Shares") for an aggregate purchase price of $3,444,000, or $1.05 per share, in cash. Subject to the terms and conditions of this Agreement, including the Shareholder Approval Requirements set forth at Section 1.2 below, the Company also agrees to issue to the Investor the following warrants for the purchase of the Company's Common Stock: (i) a warrant for the purchase of 2,860,000 shares at a purchase price of $1.05 per share; (ii) a warrant for the purchase of 3,000,000 shares at a price of $1.12. per share; and (iii) a warrant for the purchase of 2,860,000 shares at a price of $1.25 per share (collectively, the "Warrants"). The Warrants shall have a term of five years from the date of issuance. The Warrants shall be in substantially the form attached to this Agreement as Exhibit A. The purchase price for the Newly Issued Shares, the exercise price for the Warrants, the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be subject to adjustment if the Company (i) at any time subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, in which case the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such subdivision shall be proportionately reduced and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately increased or (ii) if the Company at any time combines (by reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the purchase price for the Newly Issued Shares and the exercise price for the Warrants in effect immediately prior to such combination shall be proportionately increased and the number of Newly Issued Shares to be purchased hereunder and the number of shares of Common Stock obtainable upon exercise of the Warrants shall be proportionately decreased.
Sale and Issuance of Securities. (a) The Company shall sell to the Investors and the Investors shall purchase from the Company, 250 units (the "Units") at a price per Unit equal to $4,600.00, or a total of (x) 5,000,000 Shares (the "Purchased Shares") and (y) Warrants to purchase an aggregate of 2,500,000 shares of Common Stock (the "Purchased Warrants" and collectively with the Purchased Shares, the "Securities"), for an aggregate purchase price of $1,150,000.00.
(b) The number of Purchased Shares and Purchased Warrants to be purchased by each Investor from the Company is set forth on Schedule 1.1(b) hereto, subject to acceptance, in whole or in part, by the Company.
Sale and Issuance of Securities. Except for any exercise of Warrants or conversion of Promissory Notes pursuant to their respective terms, the Securities will be issued under this Agreement in three closings.
(a) Upon the terms and subject to the conditions set forth in this Agreement, at the First Closing the Purchaser shall advance to the Company the Initial Disbursement, and the Company shall issue and deliver to the Purchaser the Promissory Note, together with the Tranche A Warrants, as set forth on Exhibit A. The First Closing will occur on the date hereof (the "FIRST CLOSING DATE") and concurrently with the execution of the Security Agreements and the Registration Rights Agreement (the "FIRST CLOSING").
(b) Upon the terms and subject to the conditions set forth in this Agreement, at the Second Closing the Purchaser shall advance to the Company the Second Disbursement, the Company shall issue and deliver to the Purchaser the Tranche B Warrants and the Tranche A Warrants shall become exercisable for additional shares as set forth on Exhibit A. The Second Closing will occur as soon as practicable after the Purchaser provides written notice to the Company that it desires to effect the Second Closing or after all of the conditions set forth in Article VII hereof shall have been satisfied or duly waived by Purchaser (the "SECOND CLOSING DATE"), but in no event later than two Business Days thereafter (the "SECOND CLOSING").
(c) Upon the terms and subject to the conditions set forth in this Agreement, at the Third Closing the Purchaser shall convert the Promissory Note and exercise, or transfer to enable a Permitted Transferee to exercise, the Tranche B Warrant and the Company shall issue the number of shares of Series B Preferred Stock required to comply with such conversion and exercise. The Third Closing will occur as soon as practicable after the Purchaser and/or Permitted Transferees provide written notice to the Company that it desires to effect the Third Closing; provided that all of the conditions set forth in Article VII hereof shall have been satisfied or duly waived (the "THIRD CLOSING DATE," and together with the First Closing Date and the Second Closing Date, the "CLOSING DATES"), including, without limitation, receipt of Stockholder Approval, but in no event later than five Business Days thereafter (the "THIRD CLOSING," and together with the First Closing and the Second Closing, the "CLOSINGS").
(d) On or before the First Closing, the Company shall adopt and file with the Secr...
Sale and Issuance of Securities. (a) The Company shall sell to the Investors and the Investors shall purchase from the Company, up to 4,166,667 Units at a price per Unit equal to the Unit Price.
(b) The amount of Units to be purchased by each Investor from the Company is set forth on Schedule 1.1(b) hereto, subject to acceptance, in whole or in part, by the Company.
Sale and Issuance of Securities. The Company shall sell to the Investors and the Investors shall purchase from the Company, an aggregate of (x) _____ Shares (the “Purchased Shares”) and (y) Warrants to purchase an aggregate of _____ shares of Common Stock (the “Purchased Warrants” and, collectively with the Purchased Shares, the “Securities”), for an aggregate purchase price of US$______.
Sale and Issuance of Securities. Subject to the terms and ------------------------------- conditions of this Agreement, including without limitation Sections 1.2 and 5 hereof, on the Closing Date (defined below), each Investor agrees, severally and not jointly, to purchase and the Company agrees to sell and issue to each Investor for the purchase price set forth opposite such Investor's name on Schedule A hereto (1) that number of shares of the Company's common stock, par ---------- value $0.01 per share (the "Common Stock"), set forth opposite such Investor's name on Schedule A hereto and (2) a Warrant of the Company in the form of ---------- Exhibit A hereto (a "Warrant") for a number of shares of Common Stock equal to --------- that number of shares of Common Stock purchased by such Investor pursuant to this Section 1.1 (the "Closing"). Each unit, consisting of one share of Common Stock and a warrant to purchase one share of Common Stock, shall have a purchase price of $1.00. The shares of the Common Stock purchased pursuant to this Section 1.1 hereinafter are referred to as the "Shares" and the Shares, the Warrants and any Converted Shares (as defined below) hereinafter collectively are referred to as the "Securities," and the purchase price paid by each Investor at the Closing pursuant to this Section 1.1 hereinafter is referred to as the "Purchase Price." Any shares of Common Stock issued by the Company to an Investor upon such Investor's exercise of a Warrant thereafter shall be referred to throughout this Agreement as "Converted Shares."
Sale and Issuance of Securities. (a) The Company shall sell to the Investors and the Investors shall purchase from the Company, up to 113 units (the "Units") at a price per Unit equal to the product of the Share Price and 20,000 or a total of (x) 2,260,000 Shares (the "Purchased Shares") and (y) Warrants to purchase up to an aggregate of 3,390,000 shares of Common Stock (the "Purchased Warrants" and collectively with the Purchased Shares, the "Securities"), for an aggregate purchase price of up to $1,130,000.
(b) The number of Purchased Shares and Purchased Warrants to be purchased by each Investor from the Company is set forth on Schedule 1.1(b) hereto, subject to acceptance, in whole or in part, by the Company; provided that the amount of Securities to be purchased by each Investor other than STM, and the related purchase price therefor, may be reduced by up to 13% in the event of exercise of the Preemptive Rights.
Sale and Issuance of Securities. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company at the Closing (as defined below), and the Company agrees to sell and issue to the Investor at the Closing:
(a) shares of Common Stock for the aggregate purchase price of $__________ (the "Shares"); and
(b) the Warrants, in substantially the forms of Exhibits X-0, X-0 and --------------------- A-3 hereto, for the purchase price of $.01 per share of Common Stock subject --- thereto.
Sale and Issuance of Securities. Subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, such number of the Securities as equals $500,000 (“Purchase Price”) divided by the per share purchase price (“Per Share Purchase Price”). The Per Share Purchase Price will be 90% of the volume weighted average of the closing price of a share of Common Stock as reported by the Trading Market for the ten Trading Days immediately preceding the date of this Agreement.
