Sale and Purchase of the Shares and Warrants. Upon and subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and agreements contained herein, at the Closing the Company will issue and sell to the Purchasers, and each Purchaser will purchase from the Company at the Closing, (i) that number of Shares set forth opposite its name on the Schedule of Purchasers, and (ii) Warrants to purchase the number of Warrant Shares set forth opposite its name on the Schedule of Purchasers.
Sale and Purchase of the Shares and Warrants. On the Closing Date, subject to the terms and conditions of this Agreement, (a) the Company hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, 20,750 shares of Senior Series A Redeemable Preferred Stock (the “Shares”) and (b) Parent hereby agrees to issue and sell to the Purchaser, and the Purchaser hereby agrees to purchase from Parent, one (1) share of Parent Series B Redeemable Preferred Stock (“Parent Series B Share”) and the Warrants, for an aggregate purchase price equal to $20,000,001 (“Purchase Price”). The parties hereto acknowledge and agree that the purchase price for the Parent Series B Share is $1.00.
Sale and Purchase of the Shares and Warrants. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each Purchaser, and each Purchaser agrees severally, but not jointly, to purchase from the Company, at the Closing (as defined in Section 3): (i) that number of Common Shares set forth opposite such purchaser’s name on Schedule I hereto for the purchase price set forth opposite such Purchasers name, which amount represents the number of Common Shares purchased by such Purchaser multiplied by the price per Common Share of $0.50 (the “Per Share Price”), (ii) that number of Preferred Shares set forth opposite such purchaser’s name on Schedule I hereto for the purchase price set forth opposite such Purchasers name, which amount represents the number of Preferred Shares purchased by such Purchaser multiplied by the Stated Value (as defined herein), (iii) Series A Warrants to initially acquire up to the aggregate number of Series A Warrant Shares set forth opposite such Purchaser’s name on Schedule I hereto, and (iv) Series B Warrants to initially acquire up to the aggregate number of Series B Warrant Shares set forth opposite such Purchaser’s name on Schedule I hereto. The aggregate price paid by all Purchasers, as set forth on Schedule I, shall be referred to as the “Total Purchase Price.” At or prior to the Closing, each Purchaser will pay the Aggregate Purchase Price set forth opposite such Purchaser’s name on Schedule I by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers prior to the Closing. On or before the Closing, the Company will deliver each Purchaser the Warrants to purchase the number of Warrant Shares set forth opposite such Purchaser’s name on Schedule I and instruct its transfer agent to deliver stock certificates to the Purchasers representing the Common Shares and the Preferred Shares set forth on Schedule I against delivery of the Total Purchase Price. The foregoing notwithstanding, if the Purchaser has indicated to the Company at the time of execution of this Agreement a need to settle “delivery versus payment”, the Company shall deliver to such Purchaser or such Purchaser’s designated custodian the original stock certificates and Warrants on or prior to the Closing and, upon receipt the Purchaser shall wire the Total Purchase Price as provided in the first sentence of this Section 2.
Sale and Purchase of the Shares and Warrants. Upon and subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and agreements contained herein, at the Closing the Company will issue and sell to the Purchasers, and each Purchaser will purchase from the Company at the Closing, (i) that number of shares of Series B Preferred set forth opposite each such Purchaser's name on the Schedule of Purchasers, and (ii) the Warrants. The purchase price for the Shares shall be $160.00 per share of Series B Preferred for an aggregate purchase price for all of the Shares and Warrants of $7,500,000.00.
Sale and Purchase of the Shares and Warrants. Upon and subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and agreements contained herein, at each Closing (as defined in Section 2.1 hereof) the Company will issue and sell to each Purchaser, and each Purchaser will purchase from the Company at such Closing, (i) that number of shares of Series A Preferred set forth opposite such Purchaser's name on the Schedule of Purchasers for such Closing (all such shares being collectively referred to as the "Shares"), (ii) Common Warrants to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on the Schedule of Purchasers for such Closing, if any, and (iii) Preferred Warrants to purchase the number of shares of Series A Preferred set forth opposite such Purchaser's name on the Schedule of Purchasers for such Closing, if any.
Sale and Purchase of the Shares and Warrants. (a) Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each Initial Investor, and each Initial Investor severally agrees to purchase from the Company, at the Initial Closing on the Initial Closing Date, (i) the number of Shares 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-1 hereto with respect to the Initial Closing, and each Initial Investor shall pay to the Company the Required Initial Payment.
Sale and Purchase of the Shares and Warrants. On the terms and subject to the conditions set forth in this Agreement, each Seller hereby agrees to sell, transfer, assign and deliver to Lavin without representation, warranty or recourse except as provided ix Xxxicle II and Section 6.01 of Article VI, and Lavin hereby agrees to purchase from each Seller, at the closing (the "XXXXXNG"), the number of Shares and Warrants at a cash purchase price (the "PURCHASE PRICE") set forth opposite each Seller's respective name on Schedule 1.01 attached hereto.
Sale and Purchase of the Shares and Warrants. Upon and subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties and agreements contained herein, at the First Closing the Company will issue and sell to the Purchasers, and each Purchaser will purchase from the Company at the Closing, (i) that number of shares of Series C Preferred set forth opposite each such Purchaser's name on the Schedule of Purchasers, and (ii) the Warrants. The purchase price for the Shares and the Warrants shall be $191.00 per share of Series C Preferred for an aggregate purchase price for all of the Shares and Warrants at the First Closing of $7,000,000.
Sale and Purchase of the Shares and Warrants. REDEMPTION OF THE CONVERTIBLE BONDS
Sale and Purchase of the Shares and Warrants. (a) Subject to the terms and conditions of this Agreement, the Sellers agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Sellers, all Shares, other than the Class O Shares, outstanding on the Closing Date, and all Warrants outstanding on the Closing Date. Such Shares and Warrants shall be delivered by the Sellers to the Purchaser free and clear of any Liens.
