Sale and Purchase of Shares and Warrants Sample Clauses

Sale and Purchase of Shares and Warrants. Subject to the terms and conditions hereof, the Company agrees to issue and sell, and the Purchaser agrees to purchase that number of shares of Common Stock (the "Shares") identified on the signature page hereof at a purchase price of $2.70 per share. The total purchase price is set forth on the signature page hereof (the "Purchase Price"). The Purchase Price is payable upon subscription in cash, check or wire transfer. If paying by check, the check should be made payable to "VDC Communications, Inc." and delivered to VDC Communications, Inc. at 00 Xxxxx Xxxx Xxxx, Greenwich, Connecticut, 06830. For every full block of ten (10) Shares purchased pursuant to this Agreement, the Purchaser shall be entitled to receive from the Company, and the Company shall grant to the Purchaser, one (1) Common Stock Purchase Warrant (the "Warrants") upon substantially the terms set forth in the document attached hereto as Exhibit " A. The sale of Shares and Warrants evidenced by this Agreement is part of an overall private placement transaction being undertaken by the Company of a maximum principal amount of $1,499,998.50. See Section 3 hereafter.
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Sale and Purchase of Shares and Warrants. At the Closing (as hereinafter defined), (i) the Seller shall sell, and the Buyer shall purchase, all of the Shares, Warrants and Additional Warrants, if any, free of any Liens, (ii) the Seller shall deliver or cause to be delivered to the Buyer certificates representing all of the Shares, Warrants and Additional Warrants, if any, accompanied by stock and warrant powers duly executed in blank, in proper form for transfer, and with all appropriate stock transfer tax stamps affixed, and (iii) the Buyer shall deliver the Purchase Price (as hereinafter defined) to the Seller.
Sale and Purchase of Shares and Warrants. (a) Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each Investor, and each Investor severally agrees to purchase from the Company, at the Closing on the Closing Date or any Subsequent Closing Date, (i) the number of shares of Common Stock, and (ii) the Warrants to purchase the number of shares of Warrant Stock, in each case as set forth opposite its name on Annex A hereto, as the same may be amended from time to time, and each Investor shall pay to the Company the Required Payment. (b) The initial closing of the sale to and purchase by the Investors of the Shares and Warrants (the "Closing") shall occur at the offices of Paul, Hastings, Jxxxxxxx & Wxxxxx LLP, 300 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at the hour of 10 o'clock A.M., California time, on May 16, 2001 or at such different time or day as the Investors and the Company shall agree (the "Closing Date"). At the Closing, the Company will deliver to each Investor instruments or certificates evidencing the Securities being purchased by it, each of which shall be registered in such Investor's name as stated on Annex A hereto, against delivery to the Company of payment by wire transfer, or such other form acceptable to the Company, in an amount equal to the Required Payment of such Investor. (c) After the Closing, additional Shares (which, together with the Shares issued at the Closing, shall not exceed 4,763,712 shares in the aggregate), and additional Warrants (which, together with the Warrants issued at the Closing, shall not represent the right to acquire more than 714,554 shares of Warrant Stock in the aggregate) may be issued at one or more subsequent closings (each a "Subsequent Closing") which are held on or before May 20, 2001. Each Subsequent Closing shall be effective upon the date (a "Subsequent Closing Date") of the Company's receipt from an Investor of a wire transfer of funds in the amount of such Investor's Required Payment. Effective upon each such Subsequent Closing, the applicable Investor shall also enter into and become a party to this Agreement as if such Investor had executed such agreement at the Closing. (d) Notwithstanding the foregoing, no shares of Common Stock, and no Warrants, shall be offered or sold after the Closing to any Investor if, in the opinion of the Company and its counsel, (i) such offer and sale would not be exempt from the registration and prospectus delivery requirements of the Securities Act a...
Sale and Purchase of Shares and Warrants. At the Closing (a) the Stockholders shall sell, assign and transfer to Buyer all of the Shares, (b) the Stockholders shall deliver to Buyer the stock certificates representing all the Shares, with duly executed stock powers attached reasonably satisfactory to Buyer in proper form for transfer, (c) the Stockholders shall transfer all of the Shares free and clear of all Liens, (d) the Stockholders shall cause the Warrantholders to surrender the Warrants for cancellation, and (e) Buyer shall pay and deliver to the Payment Agent for the benefit of the Stockholders and the Warrantholders the Initial Purchase Price (as defined in SECTION 2.2 hereof) and take the other actions described in this ARTICLE II.
Sale and Purchase of Shares and Warrants. (a) The Company hereby sells to the Buyer, and the Buyer hereby subscribes for and purchases from the Company, (i) the Initial Shares and (ii) the Initial Warrants on the date hereof, in accordance with the provisions of this Agreement and applicable law. The Initial Warrants shall have an exercise price of $5.00 per share and shall have the terms of, and be evidenced by, a Warrant certificate, the form of which is attached to this Agreement as Exhibit A. (b) The Buyer shall have the right on a date to be determined by the Buyer (the "Additional Closing Date"), in the sole discretion of the Buyer, to purchase from the Company, (i) the Additional Shares and (ii) the Additional Warrants in accordance with the provisions of this Agreement and applicable law. The Additional Warrants shall have an exercise price of
Sale and Purchase of Shares and Warrants. (a) Upon the terms and subject to the conditions herein contained, the Company agrees to sell to the Investor, and the Investor agrees to purchase from the Company, at the Closing on the Closing Date, (i) the number of shares of Common Stock, and (ii) the Warrants to purchase the number of shares of Warrant Stock, in each case as set forth opposite its name on Annex A hereto, and the Investor shall pay to the Company the Required Payment. (b) The closing of the sale to and purchase by the Investor of the Shares and Warrants (the "Closing") shall occur at the offices of Paul, Hastings, Jxxxxxxx & Wxxxxx LLP, 300 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, at the hour of 10 o'clock A.M., California time, on May 17, 2001 or at such different time or day as the Investor and the Company shall agree (the "Closing Date"). At the Closing, the Company will deliver to the Investor instruments or certificates evidencing the Securities being purchased by it, each of which shall be registered in Investor's name as stated on Annex A hereto, against delivery to the Company of payment by wire transfer, or such other form acceptable to the Company, in an amount equal to the Required Payment of the Investor.
Sale and Purchase of Shares and Warrants. Xxxxxxxx and the Sellers hereby urgently request that the Company repurchase the Shares and the Warrants from the Sellers at a price of $0.28 per Share (or $798,472.08 in the aggregate (the "Purchase Price")), together with the Warrants which currently have no value. Xxxxxxxx and the Sellers hereby agree that the purchase shall be consummated at the office of the Company, or at such other location as may be mutually agreed upon by Xxxxxxxx and the Company, in either case within five (5) business days of the date upon which the Company shall give notice that the conditions to purchase set forth in this letter agreement have been fulfilled to its satisfaction. At the closing, the Company shall pay the Purchase Price for the Shares and the Warrants to the Seller upon satisfaction of the conditions to purchase by the Company set forth in Article B of this letter agreement.
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Sale and Purchase of Shares and Warrants 

Related to Sale and Purchase of Shares and Warrants

  • 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.

  • 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.

  • Sale and Purchase of Stock 10 2.1. Sale and Purchase of Stock, Etc.......................................................10 2.2. Deposit...............................................................................10 2.3.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendors shall sell and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion. 2.2 The Purchaser shall not be obliged to purchase any of the Sale Shares unless the purchase of all the Sale Shares is completed simultaneously.

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

  • MECHANICS OF PURCHASE OF SHARES BY INVESTOR Subject to the satisfaction of the conditions set forth in Sections 2(E), 7 and 8, the closing of the purchase by the Investor of Shares (a "Closing") shall occur on the date which is no later than seven (7) Trading Days following the applicable Put Notice Date (each a "Closing Date"). Prior to each Closing Date, (I) the Company shall deliver to the Investor pursuant to this Agreement, certificates representing the Shares to be issued to the Investor on such date and registered in the name of the Investor; and (II) the Investor shall deliver to the Company the Purchase Price to be paid for such Shares, determined as set forth in Section 2(B). In lieu of delivering physical certificates representing the Securities and provided that the Company's transfer agent then is participating in The Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Investor, the Company shall use all commercially reasonable efforts to cause its transfer agent to electronically transmit the Securities by crediting the account of the Investor's prime broker (as specified by the Investor within a reasonably in advance of the Investor's notice) with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The Company understands that a delay in the issuance of Securities beyond the Closing Date could result in economic damage to the Investor. After the Effective Date, as compensation to the Investor for such loss, the Company agrees to make late payments to the Investor for late issuance of Securities (delivery of Securities after the applicable Closing Date) in accordance with the following schedule (where "No. of Days Late" is defined as the number of trading days beyond the Closing Date, with the Amounts being cumulative.): LATE PAYMENT FOR EACH NO. OF DAYS LATE $10,000 WORTH OF COMMON STOCK 1 $100 2 $200 3 $300 4 $400 5 $500 6 $600 7 $700 8 $800 9 $900 10 $1,000 Over 10 $1,000 + $200 for each Business Day late beyond 10 days The Company shall make any payments incurred under this Section in immediately available funds upon demand by the Investor. Nothing herein shall limit the Investor's right to pursue actual damages for the Company's failure to issue and deliver the Securities to the Investor, except that such late payments shall offset any such actual damages incurred by the Investor, and any Open Market Adjustment Amount, as set forth below.

  • 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 Repurchase of Shares (a) Distributor will have the right, as agent for the Trust, to enter into dealer agreements with responsible investment dealers, and to sell Shares to such investment dealers against orders therefor at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust's effective Registration Statement on Form N-1A under the Act and the Securities Act of 1933, as amended, including the then current prospectus and statement of additional information (the "Registration Statement"). Upon receipt of an order to purchase Shares from a dealer with whom Distributor has a dealer agreement, Distributor will promptly cause such order to be filled by the Trust. All dealer agreements shall be in such form as has been approved by the Trust. (b) Distributor will also have the right, as agent for the Trust, to sell such Shares to the public against orders therefor at the public offering price. (c) Distributor will also have the right to take, as agent for the Trust, all actions which, in Distributor's reasonable judgment, are necessary to carry into effect the distribution of the Shares. (d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of that Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by the Rules of FINRA. (e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Distributor shall have no duty to inquire into or liability for the accuracy of the net asset value per Share as calculated. (f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Distributor shall have received an order for the purchase of the Shares. (g) Upon receipt of purchase instructions, Distributor will transmit such instructions to the Trust or its transfer agent for the issuance and registration of the Shares purchased. (h) Nothing in this Agreement shall prevent Distributor or any affiliated person (as defined in the Act) of Distributor from acting as distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Distributor or any such affiliated person from buying, selling or trading any securities for its or their own account or for the accounts of others from whom it or they may be acting; provided, however, that Distributor expressly represents that it will undertake no activities which, in its reasonable judgment, will adversely affect the performance of its obligations to the Trust under this Agreement. (i) Distributor, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

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