Sale and Purchase of Common Stock. 1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).
1.2. Subject to the satisfaction of the conditions set forth in Sections 5.1 and 5.2 hereof, the closing of the sale and purchase of the Common Stock provided for in Section 1.1 hereof (the “Closing”) shall take place at 10:00 a.m. (local time) at the offices of Debevoise & Xxxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx such date as may be agreed upon by the Company and the Subscriber that is within three business days after the satisfaction of the conditions set forth in Section 5.1 and 5.2 hereof, or on such other time and date as may be agreed by the Company and the Subscriber. The date on which the Closing is held is referred to in this Agreement as the “Closing Date”.
1.3. On the Closing Date, against payment by Subscriber of the Purchase Price by wire transfer of immediately available federal funds, the Company shall direct Computershare Investor Services, as transfer agent and registrar of its Common Stock, to issue, register and deliver to the Subscriber the number of shares of Common Stock set forth next to the Subscriber’s name on Schedule I hereto, and electronically credit such shares of Common Stock to the accounts designated by the Subscriber at the time of the sale of such shares.
1.4. The Company hereby agrees that any shares of Common Stock to be purchased by the Subscriber under this Agreement shall constitute Registrable Securities, as such term is defined in the Registration Rights Agreement.
Sale and Purchase of Common Stock. Subject to the terms of this Agreement, at the Closing (as defined below) each of the Selling Shareholders shall sell as legal and beneficial owner, and the Purchaser shall purchase, free from all liens, charges and encumbrances and together with all rights attaching to them, the number of shares of Common Stock set forth opposite its name in column 2 of Exhibit A hereto, at a purchase price of US$0.50 per share.
Sale and Purchase of Common Stock. Subject to the terms and conditions hereof, the Company agrees to sell to the Investor and the Investor agrees to purchase from the Company on the Closing Date, a number of shares of Common Stock (the "Shares") determined by dividing $250,000 by 75% of the Average Closing Price of the Common Stock (as hereinafter defined) for an aggregate cash purchase price of $250,000. The Average Closing Price of the Common Stock shall mean the average of the daily Closing Prices (as hereinafter defined) of the Common Stock on the ten consecutive trading days ending on and including July 14, 1999. The Closing Price shall mean the last recorded sale price of the Common Stock or, if no such reported sale takes place on such day, the average of the reported closing bid and asked price of the Common Stock, as reported on the American Stock Exchange.
Sale and Purchase of Common Stock. Subject to the terms and conditions of this Agreement and the Note (as defined below), (i) the Company hereby sells to the Executive One Million Four Hundred Thousand (1,400,000) shares of Common Stock the "Shares") at a purchase price of $0.55 per share (the "Purchase Price"), (ii) and the Executive hereby purchases such Shares from the Company for such Purchase Price. The Executive shall pay the Purchase Price by issuing to the Company, concurrently with the execution and delivery of this Agreement, a promissory note substantially in the form attached as Exhibit A hereto (the "Note"), and the Executive's sole liability to make payments to the Company under this Agreement shall be his liability under the Note. The Shares are duly authorized, validly issued, fully paid and nonassessable, but the Shares are subject to the terms and conditions of this Agreement. The Company issues concurrently herewith a duly executed certificate evidencing the Shares purchased hereunder, with the legends provided for herein, in exchange for the delivery by the Executive of the duly executed Note.
Sale and Purchase of Common Stock. Subject to the terms and conditions hereof, at the Closing (as hereinafter defined), the Company will issue to [____] in exchange for $358,050 (Three Hundred Fifty-Eight Thousand and Fifty Dollars), 33 (Thirty-Three) shares of the Company’s common stock with a per share value of $10,850 per share, such shares representing 3.3% of the authorized capital of the Company as of the date hereof and 3.3% of the as-if-converted number of shares of the Company’s common stock when considering all issued and outstanding shares and shares underlying outstanding convertible notes and warrants.
Sale and Purchase of Common Stock. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to Purchaser and Purchaser agrees to purchase from the Company, at the Closing, the lesser of: (a) that whole number of shares of Common Stock equal to
Sale and Purchase of Common Stock. AND WARRANTS 3 2.1 Sale and Purchase of Common Stock and Warrants 3
Sale and Purchase of Common Stock. Subject to the terms and conditions hereof, the Company agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, 1,765 shares (the "Shares") of the Common Stock for an aggregate purchase price (the "Purchase Price") of Three Million and 00/100 dollars ($3,000,000.00).
Sale and Purchase of Common Stock. 8 Section 2.01. Sale and Purchase of the Common Stock.....................................................8 Section 2.02. Closing...................................................................................8 Section 2.03. Post-Closing Purchases....................................................................8 Section 2.04. Use of Proceeds..........................................................................10 ARTICLE III.
Sale and Purchase of Common Stock. Subject to the terms and conditions hereof on the Closing Date (as defined below), the Seller will sell the Common Stock to the Purchaser and the Purchaser will purchase the Common Stock from the Seller for the aggregate purchase price of Twenty Five Million Two Hundred Four Thousand Eight Hundred Dollars ($25,204,800) (the “Purchase Price”).
