Sale and Issuance of the Warrants Sample Clauses

Sale and Issuance of the Warrants. The Company agrees that it shall issue and sell, and the Warrantholder agrees to purchase, on this date, a number of Warrants equal to ten percent (10%) of the number of Shares that is sold in the Offering, for a purchase price of $.001 per warrant. Each Warrant will entitle the Warrantholder to purchase one share of the Company's Common Stock (as hereinafter further defined in Subsection 8.1(h)__ hereof), at the Warrant Price (as defined in Section 7 hereof). Accordingly, the number of Warrants to be sold and issued on the date hereof by the Company to the Warrantholder, and the number of Warrant Shares that may be purchased hereafter on exercise thereof (before giving effect to any adjustments required by Section 8 hereof), shall be ___,000. The Warrants being sold and issued on the date hereof shall be evidenced by a Warrant Certificate substantially in the form of Exhibit A hereto (the "Warrant Certificate"). If additional Shares of Common Stock are sold hereafter in the Offering, the Company shall sell and issue to the Selected Dealers, on the terms and conditions set forth herein, a number of additional Warrants equal to ten percent (10%) of such additional Shares that are sold by the Selected Dealers (the "Additional Warrants"). The Additional Warrants, if any, shall be sold and issued on the Interim Closing Date(s) and Final (as defined in the Underwriting Agreement and shall be evidenced by a separate Warrant Certificate substantially in the form of Exhibit A hereto.
Sample 1
AutoNDA by SimpleDocs
Sale and Issuance of the Warrants. In connection with the purchase and sale of the Warrants, and subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and NextBank agrees to sell and issue to each Purchaser at the Closing, Warrants to purchase that number of shares of Parent set forth opposite each Purchaser’s name on Exhibit A, which Warrants have an exercise price of $0.50 per share and a term of three (3) years.
Sample 1
Sale and Issuance of the Warrants. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), (i) Lead Purchaser agrees to purchase, and the Company agrees to issue and sell to Lead Purchaser, the GP Warrant, to be exercised for the shares set forth opposite the Lead Purchaser’s name on Exhibit A, and (ii) each of the Remaining Purchasers agrees to purchase, and the Company agrees to issue and sell to such Remaining Purchasers, the Remaining Warrants to be exercised for the shares set forth opposite such Remaining Purchaser’s name on Exhibit A.
Sample 1
Sale and Issuance of the Warrants. Upon the terms and conditions of this Agreement, each Investor agrees, severally but not jointly, to purchase at the Closing, and the Company agrees to sell and issue to each Investor at the Closing, a Warrant for that number of shares of Common Stock opposite each Investor’s name on Exhibit A, at a purchase price of $0.01 for each share of Common Stock subject to the Warrant. The shares of Common Stock issuable upon exercise of the Warrants are collectively referred to as the “Warrant Shares”. The Company and the Investors, as a result of arm’s length bargaining, agree that (i) neither the Investors nor any of their affiliates have rendered or have agreed to render any services to the Company in connection with this Agreement or the issuance of the Shares or the Warrants; and (ii) the Warrants are not being issued as compensation. The Company and the Investors agree that the fair market value of the Warrants purchased by each Investor is equal to $0.01 multiplied by the number of shares of Common Stock for which such Warrant is initially exercisable, and to file all federal, state, local and foreign tax returns in a manner consistent with such valuation.
Sample 1
Sale and Issuance of the Warrants. Upon execution of this Agreement, the Company agrees to sell and issue to the Grantee, and the Grantee agrees to accept, warrants, in substantially the form attached hereto as Exhibit A (the “Warrants”), to purchase 100,000 shares of the Company’s Common Stock. The Warrants shall have an exercise price equal to $1.056 per share. Of the 100,000 shares of Common Stock underlying the Warrants, 40,000 shall be immediately exercisable and 60,000 shall become exercisable on September 29, 2010, subject to the terms of the Warrants.
Sample 1

Related to Sale and Issuance of the Warrants

  • 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.

  • 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, Sale and Issuance of Notes Subject to the terms and conditions herein and in the applicable Terms Agreement and in reliance upon the covenants, representations and warranties herein set forth, the Company agrees to cause the Issuer to sell and deliver to the several Underwriters as hereinafter provided, and each Underwriter agrees upon the basis of the representations, warranties and covenants herein contained, severally and not jointly, to purchase the respective initial principal amount of the Notes set forth opposite such Underwriter’s name in the applicable Terms Agreement. Unless otherwise provided in the Terms Agreement, payment for the Notes shall be made to the Company or to its order by wire transfer of same day funds at 10:00 a.m., New York City time, on the Closing Date (as hereinafter defined), or at such other time or place on the same or such other date, not later than the fifth Business Day thereafter, as the Representatives and the Company may agree upon in writing. Unless otherwise provided in the Terms Agreement, payment for the Notes shall be made against delivery to the Representatives, for the respective accounts of the several Underwriters of the Notes, registered in the name of Cede & Co., as nominee of The Depository Trust Company and in such denominations as the Representatives shall request in writing not later than two full Business Days before the Closing Date, with any transfer taxes payable in connection with the transfer to the Underwriters of the Notes duly paid by the Company. The Notes will be made available for inspection by the Underwriters at the location of the Closing (as described in the Terms Agreement) not later than 1:00 p.m., New York City time, on the Business Day before the Closing Date. The time and date of such payment for the applicable Notes are referred to herein as the “Closing Date”. As used herein, the term “Business Day” means any day other than a Saturday or a Sunday or a day on which banks are permitted or required to be closed in New York, New York, Richmond, Virginia or Falls Church, Virginia.

  • 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 the Units The Units have been duly authorized and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (A) matters described in the Registration Statement and the Prospectus and (B) Sections 17-303, 17-607 or 17-804 of the Delaware LP Act), and will conform in all material respects to the description thereof contained in the Prospectus.

  • Issuance of the Warrant Shares (a) The Company agrees that the shares of Common Stock purchased hereby shall be and are deemed to be issued to the Holder as of the close of business on the date on which this Warrant shall have been surrendered and the payment made for such Warrant Shares as aforesaid. Subject to the provisions of the next section, certificates for the Warrant Shares so purchased shall be delivered to the Holder within a reasonable time, not exceeding fifteen (15) days after the rights represented by this Warrant shall have been so exercised, and, unless this Warrant has expired, a new Warrant representing the right to purchase the number of Warrant Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be delivered to the Holder within such time.

  • 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

  • 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.

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • Exercise of the Warrant Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!