Sale and Purchase of Purchased Securities. Section 2.1. Sale and Purchase of Purchased Securities .................................................. 7 Section 2.2. Closing .................................................................................... 7 Section 2.3. Use of Proceeds ............................................................................ 7 Section 2.4. The Notes .................................................................................. 8
Sale and Purchase of Purchased Securities. (a) Subject to the terms and conditions set forth herein, at the Initial Closing (as defined in Section 1.2(a)), the Company will issue and sell to the Investor, and the Investor will purchase, 80,000 shares of Preferred Stock and the Warrant for an aggregate purchase price of $8,000,000.
(b) Subject to the terms and conditions set forth herein, at such time or times as the Company shall elect pursuant to Section 5.3 within the twelve month period subsequent to the Initial Closing, the Company will issue and sell to the Investor, and Investor will purchase, such number of shares of Preferred Stock, not in excess of 20,000 shares, as the Company shall specify in the notice(s) delivered to the Investor pursuant to Section 5.3 that is not less than the lessor of 5,000 shares or the remaining number of shares the Investor is obligated to purchase under this Agreement. The per share purchase price for the Preferred Stock to be paid by the Investor pursuant to this Section 1.1(b) is $100.00.
(c) At each Closing (as hereinafter defined) the Investor shall pay the aggregate purchase price for the Purchased Securities purchased by it hereunder at such Closing by wire transfer of immediately available funds to an account (to be designated by the Company at least two business days prior to such Closing). The purchase and sale of Purchased Securities pursuant to Sections 1.1 (a) and (b) hereof shall sometimes hereinafter be referred to as the "Investment Transactions".
Sale and Purchase of Purchased Securities. At the Closing and subject to the terms and conditions of this Agreement, the Company shall issue and sell to the Investors and the Investor shall purchase from the Company, severally and not jointly (i) the Purchased Shares, in consideration for a price per Purchased Share of $9.10 (the “Price Per Share”) and (ii) the Warrants, for no additional consideration. The internal allocation of the Purchased Shares and Warrants among the Investors shall be as directed in writing by the Investors to the Company prior to the Closing. To the extent it is required to separate the transactions contemplated hereby for purposes of complying with Section 328 of the Companies Law, then the purchase of Company Shares by the Investors hereunder and the consummation of the other transactions to occur at the Closing as contemplated hereby, shall be deemed to have occur as follows: the Shareholders Agreement and the purchase and sale of the Initial Purchased Shares shall be deemed to have occurred first, and the Tender Offer, sale of Company Shares by the Founders and purchase and sale of Adjustment Shares shall immediately follow.
Sale and Purchase of Purchased Securities. SECTION 2.1. The Series A Preferred Stock and Warrants SECTION 2.2. Sale and Purchase of Purchased Securities SECTION 2.3. Closing SECTION 2.4. Use of Proceeds ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY SECTION 3.1. Organization and Good Standing SECTION 3.2. Authorization; Noncontravention SECTION 3.3. Enforceability SECTION 3.4. Capitalization SECTION 3.5. Subsidiaries SECTION 3.6. Required Filings and Consents SECTION 3.7. Undisclosed Liabilities SECTION 3.8. Absence of Certain Developments SECTION 3.9. Interested Party Transactions SECTION 3.10. Tax Returns SECTION 3.11. Title to Assets SECTION 3.12. Material Contracts and Obligations SECTION 3.13. Real and Personal Property - Leased SECTION 3.14. Necessary Licenses and Permits SECTION 3.15. Compliance with Law SECTION 3.16 Litigation SECTION 3.17. No Material Adverse Changes SECTION 3.18. Employee Benefit Plans SECTION 3.19. Withholding, Contracts, Labor Relations SECTION 3.20. Governmental Regulations SECTION 3.21. Corporate Documents, Books and Records SECTION 3.22. Disclosure SECTION 3.23. Certain Agreements of Officers and Employees SECTION 3.24. Registration Rights SECTION 3.25. Compliance with Securities Laws ARTICLE IV PURCHASERS' REPRESENTATIONS SECTION 4.1. Investment Intent SECTION 4.2. Authorization SECTION 4.3. Enforceability SECTION 4.4. Experience of Purchaser SECTION 4.5. Ability of Purchaser to Bear Risk of Investment SECTION 4.6. Access to Information SECTION 4.7. Reliance SECTION 4.8. Transfer Restriction ARTICLE V CONDITIONS TO EACH PURCHASER'S OBLIGATIONS TO PURCHASE SECTION 5.1. Related Agreements SECTION 5.2.
Sale and Purchase of Purchased Securities. At the Closing and subject to the terms and conditions of this Agreement (including, without limitations, the payment in full by each Investor of the aggregate Price Per Share set forth opposite such Investor’s name on Schedule 1, and subject further to the adjustments set out in Section 2.6 hereof and ARTICLE X hereof), the Company will issue and sell to each Investor and each Investor will buy from the Company, severally and not jointly, (i) such number of Purchased Shares as listed opposite such Investor’s name on Schedule 1 attached hereto, in consideration for a price per Share of $1.0722 (the “Price Per Share”) (which is calculated based on 37,304,938 Company Shares (after excluding 35,527 Company Shares which are dormant shares) which, based on Section 3.2, is the number of Company Shares issued and outstanding immediately prior to the Closing and assuming an aggregate of 21,214,292 Company Options and Company Warrants which, based on Section 3.2, is the number of Company Options and Company Warrants outstanding immediately prior to Closing), (ii) such number of Closing Warrants as listed opposite such Investor’s name on Schedule 1 attached hereto, for no additional consideration; and (ii) such number of Additional Warrants as listed opposite such Investor’s name on Schedule 1 attached hereto, for no additional consideration. At the election of the Investors, the allocation among the Investors set forth in Schedule 1 may be modified prior to Closing. In the event that any Additional Warrant is exercised in accordance with its terms, then the Warrants Shares issued thereunder shall, from the date of exercise, be deemed to be Purchased Shares hereunder and shall be treated, for all purposes under this Agreement, including ARTICLE X, as Purchased Shares issued under this Agreement, and the party exercising such Additional Warrants shall, from the date of exercise, be deemed to be an Investor for all purposes under this Agreement.
Sale and Purchase of Purchased Securities. On the terms and subject to the conditions set forth in this Agreement, HPPI agrees to sell to Mayne Pharma, and Mayne Pharma agrees to purchase from HPPI, at the Closing, the Purchased Securities, in consideration for an aggregate purchase price of Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Purchase Price”).
Sale and Purchase of Purchased Securities. Subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth herein, including, without limitation, the satisfaction by the Company of the conditions set forth in Article V hereof, the Company shall issue and sell to each Purchaser, and each Purchaser, severally, and not jointly, agrees to purchase from the Company, (a) the Notes in the aggregate principal amount of $30,000,000 for an aggregate purchase price of $29,500,000 and (b) Warrants in the form attached to the Warrant Agreement to purchase shares of the Company's Common Stock for an aggregate purchase price of $500,000, all as set forth opposite the name of such Purchaser on Schedule 2.1. The Purchasers acknowledge that there are restrictions on transfer of the Purchased Securities set forth herein, in the Notes, in the Warrant Agreement and in each Warrant. The sale of the Purchased Securities to each Purchaser at the Closing shall constitute a separate sale hereunder.
Sale and Purchase of Purchased Securities. The Company agrees to issue and sell to you and, subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth or referred to herein, you agree to purchase the number of shares of Series A Preferred Stock of the Company and the Common Stock Purchase Warrants for the purchase of that percentage of shares of Common Stock of the Company issuable pursuant to the Warrants as set forth on Exhibit A hereto, such Warrants to be in the form of Exhibit C hereto.
Sale and Purchase of Purchased Securities. (a) Series A Preferred Stock. Subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth or referred to herein, at the Closing the Company agrees to issue and sell to each Purchaser, at a price of $18.00 per share (the "Per Share Price"), and each Purchaser hereby agrees to purchase at the Per Share Price, that number of shares of Series A Preferred Stock set forth opposite the name of such Purchaser under the heading "Number of Shares of Series A Preferred Stock to be Purchased" on Schedule 2.1.
