Sale and Purchase of Common Stock and Warrants Sample Clauses

Sale and Purchase of Common Stock and Warrants. (a) Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Purchasers and the Company contained herein or made pursuant hereto, the Company agrees to sell to each of the Purchasers, and each Purchaser severally agrees to purchase from the Company on the Closing Date, the number of shares of Common Stock set forth opposite such Purchaser’s name on Schedule 1 hereto at a purchase price of $0.10 per share (the “Purchase Price”). In connection with the sale by the Company to Purchaser of the shares of Common Stock set forth opposite such Purchaser’s name on Schedule 1 hereto, the Company shall issue to each Purchaser a warrant (the “Warrant”) in the form of Exhibit A hereto to purchase the number of Warrant Shares set forth opposite such Purchaser’s name on Schedule 1 hereto, it being agreed and understood that each Purchaser shall receive a Warrant representing the right to purchase one Warrant Share for every Share purchased hereunder. (b) Upon the issuance of the Shares hereunder, and consistent with, pursuant to and subject to the Company’s existing Rights Agreement, dated as of September 24, 1997, as amended by Amendment No. 1 to Rights Agreement, dated as of June 13, 2002 (as the same may be amended from time to time, the “Rights Agreement”), between the Company and EquiServe Trust Company, N.A. (as successor to BankBoston N.A.), as rights agent, one right issuable pursuant to the Rights Agreement or any other right issued in substitution thereof (a “Company Right”) shall be issued together with and shall attach to each Share issued pursuant to the terms and conditions of this Agreement, unless the Company Rights shall have expired or been redeemed prior to the Closing Date.
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Sale and Purchase of Common Stock and Warrants. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to the Investors, and the Investors agree to purchase from the Company, at the Closing (as hereinafter defined) on the Closing Date (as hereinafter defined), 2,699,999 shares of Common Stock and Warrants to purchase up to 2,699,999 shares of Common Stock, such commitment allocated among the Investors in the numbers set forth opposite each such Investor's name on ANNEX A attached hereto, and the Investors shall pay to the Company an aggregate amount of up to Eight Million One Hundred Thousand Dollars ($8,100,000) (the "REQUIRED PAYMENT"), allocated among the Investors as set forth on ANNEX A attached hereto.
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Sale and Purchase of Common Stock and Warrants. CLOSING -------------------------------------------------------
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Sale and Purchase of Common Stock and Warrants. Upon the terms ---------------------------------------------- and subject to the conditions herein contained, the Company agrees to sell to the Purchaser, and the Purchaser agree to purchase from the Company, at the Closing (as hereinafter defined) on the Closing Date, 14,117,647 shares of Common Stock and Warrants to purchase up to 3,846,154 shares of Common Stock in the denominations set forth on Annex A, for an aggregate price of Twelve Million ------- Dollars (U.S. $12,000,000) (the "Purchase Price"). --------------
Sample 1
Sale and Purchase of Common Stock and Warrants. (a) The Company hereby agrees to issue and to sell to Subscriber, and Subscriber hereby agrees to purchase from the Company, (1) shares of the Company's common stock, $.001 par value per share (the "Common Stock") at a 10% discount to the Market Price of the Common Stock and (2) Warrants to purchase, at an exercise price equal to 130% of the Market Price, Common Stock equal to 50% of the Common Stock purchased by such Subscriber. (The Common Stock issued at Closing, the Warrants and the Common Stock issuable upon exercise of the Warrants are collectively referred to herein as, the "Securities"). Upon acceptance of this Subscription Agreement by the Company, the Company shall issue and deliver the shares of Common Stock and the Warrants against payment in U.S. Dollars by check, subject to collection, of the Purchase Price (as defined below)."
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Related to Sale and Purchase of Common Stock and Warrants

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase of Shares of Common Stock (a) Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9, or a Merger Early Settlement has occurred in accordance with Section 5.10, obligate the Holder of the related Unit to purchase, and the Company to sell, on the Stock Purchase Date at a price equal to $50 (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Stock Purchase Date, there shall have occurred a Termination Event with respect to the Unit of which such Purchase Contract is a part. The "Settlement Rate" is equal to, (i) if the Applicable Market Value (as defined below) is greater than or equal to $21.08 (the "Threshold Appreciation Price"), 2.3719 shares of Common Stock per Purchase Contract, (ii) if the Applicable Market Value is less than the Threshold Appreciation Price, but is greater than $17.28, the number of shares of Common Stock per Purchase Contract equal to the Stated Amount of the related Unit divided by the Applicable Market Value, and (iii) if the Applicable Market Value is equal to or less than $17.28, 2.8935 shares of Common Stock per Purchase Contract, in each case subject to adjustment as provided in Section 5.6 (and in each case rounded upward or downward to the nearest 1/10,000th of a share). As provided in Section 5.12, no fractional shares of Common Stock will be issued upon settlement of Purchase Contracts. (b) No fractional shares of Common Stock will be issued by the Company with respect to the payment of Contract Adjustment Payments on the Stock Purchase Date. In lieu of fractional shares otherwise issuable with respect to such payment of Contract Adjustment Payments, the Holder will be entitled to receive an amount in cash as provided in Section 5.12.

  • Purchase of Notes and Warrants On the Closing Date, the Subscriber will purchase the Notes and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

  • 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: (a) The Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a price of $_____ per share (the "Initial Price"), the number of Firm Shares set forth opposite the name of such Underwriter under the column "Number of Firm Shares to be Purchased from the Company" on Schedule I to this Agreement, subject to adjustment in accordance with Section 10 hereof. (b) The Company grants to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Option Shares at the Initial Price. The number of Option Shares to be purchased by each Underwriter shall be the same percentage (adjusted by the Representatives to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. Such option may be exercised only to cover over-allotments in the sales of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date (as defined below), and from time to time thereafter within 30 days after the date of this Agreement, in each case upon written, facsimile or telegraphic notice, or verbal or telephonic notice confirmed by written, facsimile or telegraphic notice, by the Representatives to the Company no later than 12:00 noon, New York City time, on the business day before the Firm Shares Closing Date or at least two business days before the Option Shares Closing Date (as defined below), as the case may be, setting forth the number of Option Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

  • Purchase and Sale of Common Shares Upon the following terms and subject to the conditions contained herein, the Company shall, on the date hereof, issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of ten million two hundred thousand shares of Common Stock (the "Common Shares"). As consideration, the Purchaser shall assume financial and operational responsibility of the Company and perform certain terms and conditions as detailed in an agreement between the Purchaser and the Company dated March 11, 2005.

  • Purchase and Sale of Debentures and Warrants Upon the ----------------------------------------------- following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible debentures in the aggregate principal amount of up to Four Million Dollars ($4,000,000.00) bearing interest at the rate of eight percent (8%) per annum, convertible into shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in substantially the form attached hereto as ------------- Exhibit B (the "Debentures"), and warrants to purchase shares of Common Stock, ---------- ---------- in substantially the form attached hereto as Exhibit C (the "Warrants"), set --------- -------- forth with respect to such Purchaser on Exhibit A hereto. The aggregate ---------- purchase price may be funded in one or more tranches as agreed upon by the Company and the Purchasers. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such --------------- ------------ other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision of Section 4 refers to the taking of a record of such holders, the Company will in each such case take such a record and will take such record as of the close of business on a Business Day. The Company will not at any time, except upon dissolution, liquidation or winding up of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

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