Sale and Issuance of the Shares; Consideration Sample Clauses

Sale and Issuance of the Shares; Consideration. Subject to the terms and conditions hereof, at the Closing (as defined below), the Company will issue and sell to the Purchaser and the Purchaser will purchase from the Company 125 shares of the Company's Series B Preferred Stock, $.001 par value, (the "Shares") at a purchase price of $4,000 per share, or an aggregate purchase price of up to $500,000. In consideration for the Shares, the Purchaser at the Closing will pay the appropriate purchase price by delivery of a check, payable to the order of the Company, or by wire transfer at such Closing. The Purchaser shall not sell or transfer any of the Shares other than to an affiliate of Purchaser prior to the first anniversary of the Closing Date. Any such affiliate shall be subject to such restriction on transfer. For the purposes of this Agreement, an "affiliate" shall mean any partner, limited partner or member of Purchaser or any person or entity that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with Purchaser.
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Sale and Issuance of the Shares; Consideration. Subject to the terms and conditions hereof, at the Closing (as defined below), the Company will issue and sell to the Purchaser and the Purchaser will purchase from the Company the Shares at a purchase price of $800 per share (the "Purchase Price") and, for no additional consideration, the Warrant. In consideration for the Shares and Warrant, the Purchaser at the Closing will pay the appropriate purchase price by delivery of a check, payable to the order of the Company, or by wire transfer at such Closing. Purchaser acknowledges that, concurrently with the initial Closing, the Company will also issue Shares in connection with the conversion of all principal and accrued interest outstanding under certain promissory notes, as set forth on Schedule A hereto. The Purchaser shall not sell or transfer any of the Shares, Warrant or Warrant Shares (collectively, the "Securities") other than to an affiliate of Purchaser prior to the first anniversary of the Closing Date. Any such affiliate shall be subject to such restriction on transfer. For the purposes of this Agreement, an "affiliate" shall mean any partner, limited partner or member of Purchaser or any person or entity that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with Purchaser.
Sample 1
Sale and Issuance of the Shares; Consideration. Subject to the terms and conditions hereof, at the Closing (as defined below), the Company will issue and sell to the Purchaser and the Purchaser will purchase from the Company the Shares at a purchase price of $1,200 per share (the "Purchase Price") and, for no additional consideration, the Warrant. In consideration for the Shares and Warrant, the Purchaser at the Closing will pay the appropriate purchase price by delivery of a check, payable to the order of the Company, or by wire transfer at such Closing. The Purchaser shall not sell or transfer any of the Shares, Warrant or Warrant Shares (collectively, the "Securities") other than to an affiliate of Purchaser prior to the first anniversary of the Closing Date. Any such affiliate shall be subject to such restriction on transfer. For the purposes of this Agreement, an "affiliate" shall mean any partner, limited partner or member of Purchaser or any person or entity that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with Purchaser.
Sample 1

Related to Sale and Issuance of the Shares; Consideration

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Purchase and Issuance of the Units Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.

  • Valid Issuance of the Shares The Shares, when issued, sold and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws.

  • Issuance of the Shares The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • Valid Issuance of Purchased Shares The Purchased Shares, when issued, sold, delivered, and paid for by the Investor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and non-assessable

  • Adjustments to the Shares and Warrant Price In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Issuance, Sale and Delivery of the Shares The Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares by the Company pursuant to this Agreement. No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the Registration Statement) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the "Securities Act"), in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Shares to be sold by the Company as contemplated herein.

  • Purchase, Sale and Delivery of the Shares (a) On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters and the Underwriters, severally and not jointly, agree to purchase from the Company, at a purchase price per share of $_______, the number of Firm Shares set forth opposite the respective names of the Underwriters in Schedule I hereto plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof.

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