Sale of Common Stock. Subject to the terms and conditions of this Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby agrees to purchase from Company an aggregate of 250,000 shares of Company's Common Stock (the "Shares"), at the purchase price of $2.06 per share for an aggregate purchase price of $515,000.
Sale of Common Stock. Upon the terms set forth herein, on the date on which Buyer and Seller shall mutually agree (the "Closing Date"), Seller shall sell, convey, transfer, assign, and deliver to Buyer, and Buyer shall purchase from Seller, the number of shares of Common Stock of the Company set forth on Schedule 1 attached hereto.
Sale of Common Stock. (a) The Company hereby agrees to file a shelf registration statement on Form S-3 (the “Shelf Registration Statement”) in respect of not less than 2,000,000 shares of Common Stock as promptly as practicable. The Company shall pay for all costs and expenses incurred in connection with the filing of the Shelf Registration Statement. The Shelf Registration Statement shall specifically include 600,000 of the Investor Shares and may at the Company’s election include other secondary shares or primary shares to be registered by the Company; provided, however, that the Company shall not sell any shares in the Offering other than Investor Shares registered pursuant to this Agreement or shares covered by the 2014 Cooperation Agreement and registered in the Offering pursuant to a similar agreement (such shares, the “All Investors Shares”).
(b) Following such time as the Shelf Registration Statement is declared effective by the Securities and Exchange Commission (the “SEC”), the Company shall undertake to sell an agreed-upon number of shares of Common Stock in an underwritten public offering, but only in the event the Investor has executed and delivered an underwriting agreement and associated documents and certifications in reasonable and customary form as may be required by the Company and the underwriter(s).
(c) The Company and the Investor hereby agree that:
(i) The Investor shall pay, or cause to be paid, a percentage of the Offering Expenses in proportion to the ratio of the Investor Shares registered in the Offering to the total number of All Investors Shares registered in the Offering. The term “Offering Expenses” means (i) all fees, disbursements and expenses incurred in connection with the printing, reproduction and filing of any documents required in connection with the Offering, (ii) all fees and expenses of the Company’s auditors incurred in connection with the Offering (but specifically excluding such fees and expenses that arose solely in connection with or related to the preparation of the Shelf Registration Statement, and (iii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the Offering, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel and lodging expenses of the representatives and officers of the Company and any such consult...
Sale of Common Stock. Subject to the terms and conditions of this Agreement, Ontro will sell and transfer to Buyer a total of FOUR HUNDRED AND TWENTY FIVE THOUSAND (425,000) shares of Common Stock and Buyer shall purchase such number of shares of Common Stock from Ontro at a price of ONE DOLLAR AND TWENTY CENTS ($1.20) per share for an aggregate purchase price of FIVE HUNDRED AND TEN THOUSAND DOLLARS ($510,000) (the "Purchase Price").
Sale of Common Stock. Upon the terms and subject to the provisions of this Agreement, the Seller agrees that he will sell, convey, transfer, assign and deliver to Buyer at the Closing provided for in Article 2, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights or other interests or equities whatsoever, forty-nine thousand (49,000) shares of duly and validly issued, fully paid and non‑assessable common stock ("Purchased Stock") of the Company owned by the Seller.
Sale of Common Stock. The Board shall have the power and authority to sell to any Participant any class or classes of Common Stock at any time prior to the termination of this Plan in such quantity, at such price, on such terms and subject to such conditions that are consistent with this Plan and established by the Board. Common Stock sold under this Plan shall be subject to such terms and evidenced by agreements as shall be determined from time to time by the Board.
Sale of Common Stock. Subject to the terms and conditions hereof, each Investor agrees, severally and not jointly, to purchase at the Closing (as defined below) and the Company agrees to issue and sell to each Investor, that number of shares of the Company's Common Stock set forth opposite each Investors name on Exhibit A, at a price of $9.60 per share (the "Share Purchase Price").
Sale of Common Stock. In the event the Corporation shall at any time, or from time to time, issue, sell or exchange any shares of Common Stock (including shares held in the Corporation’s treasury but excluding (i) up to 17,350,204 shares of Common Stock and up to 325,000 shares of Series 1 Stock (as appropriately adjusted for stock splits, stock dividends, recapitalizations and the like), or options to purchase such Common Stock or Series 1 Stock, to its officers, directors, employees and consultants pursuant to stock and options plans approved by a majority of the Board of Directors, (ii) Common Stock upon conversion of the Preferred Stock or Series 1 Stock, (iii) securities as a result of any stock split, stock dividend or other distribution shares of Common Stock that is covered by Sections A.7(a) and (b) hereof, (iv) securities upon conversion or exercise of convertible or exercisable securities previously issued in compliance with this Section A.7(c) or outstanding on the date of filing of this Eighth Amended and Restated Certificate of Incorporation, (v) securities issued or issuable pursuant to any loan arrangement or debt financing from a bank or similar financial institution approved by a majority of the Board of Directors and (vi) securities in connection with strategic transactions involving the Company and other entities, including joint venture, marketing or distribution arrangements or technology transfer or development arrangements, provided that such strategic transactions and the issuance of securities in connection therewith have been approved by a majority of the Board of Directors (but excluding any merger, consolidation, acquisition or similar business combination) (the securities referred to in clauses (i) through (vi) shall collectively be referred to as the “Excluded Shares”) for a consideration per share (the “Purchase Price”) less than the applicable Conversion Price in effect immediately prior to the issuance, sale or exchange of such shares (any such issuance, sale or exchange is hereafter referred to as a “Dilutive Transaction”), then and thereafter successively upon each such Dilutive Transaction the applicable Conversion Price shall forthwith be reduced to an amount determined by multiplying the applicable Conversion Price by a fraction:
(i) the numerator of which shall be (X) the number of shares of Common Stock of all classes outstanding immediately prior to the Dilutive Transaction (excluding treasury shares but including all shares of Common S...
Sale of Common Stock. (a) Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with applicable law, the Company agrees to issue and sell to the Investors, and each of the Investors agrees to purchase from the Company, the number of shares of Common Stock set forth opposite each Investor’s name on Schedule A hereto. The Company and the Investors 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 1933 Act, and the rules and regulations promulgated thereunder, including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the 1933 Act as may be available with respect to any or all of the investments to be made hereunder.
Sale of Common Stock. The Holder hereof agrees that it will not sell any shares of Common Stock acquired through the exercise of this Warrant for a period of twelve (12) months from the date of this Warrant, unless the Company shall waive this restriction.
