Sale of Preferred Stock and Warrants Sample Clauses

Sale of Preferred Stock and Warrants. Subject to the terms and conditions hereof, at the Closing (as defined in Section 2.1 hereof) the Company will issue and sell to each Additional Purchaser, and each Additional Purchaser severally agrees to purchase from the Company, that number of Additional Shares at a cash purchase price of $2.78 per share of Series D Preferred Stock and Warrants at a cash purchase price of $0.001 per share of Common Stock specified opposite such Additional Purchaser's name on Exhibit A hereto. Each of the Additional Purchasers, by their signatures hereto, shall hereby (i) become parties to the Purchase Agreement, as amended by this Second Addendum (ii) be considered a "Purchaser" for all purposes under the Purchase Agreement, (iii) have all the rights and obligations of a Purchaser thereunder, (iv) become parties to the Investors' Rights Agreement, as amended, and Voting Agreement, as amended, (v) be considered a "Series D Investor" for all purposes under the Investor Rights Agreement, as amended, and (vi) have all the rights and obligations of an Investor thereunder. The Additional Shares, the Warrants and the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares") acquired by the Additional Purchasers hereunder shall be considered "Shares" for all purposes under the Purchase Agreement, as amended.
Sample 1
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Sale of Preferred Stock and Warrants. Subject to the terms and conditions of this Agreement, at the Closing, the Company will sell and deliver to each of the Purchasers, and each Purchaser will severally (and not jointly) purchase:
Sample 1
Sale of Preferred Stock and Warrants. Subject to the terms and conditions hereof, at the Closing (as defined below) the Company will severally issue and sell to each of the Investors and the Investors will severally buy from the Company (i) the total number of Shares set forth opposite such Investor's name in column 2 of the Schedule of Investors attached hereto as Exhibit A (the "SCHEDULE OF INVESTORS") for the aggregate purchase price, calculated on a per share purchase price of $9.38, set forth in column 3 opposite the Investor's name in the Schedule of Investors and (ii) Warrants to purchase that total number of Warrant Shares set forth opposite such Investor's name in column 4 of the Schedule of Investors for the aggregate purchase price, calculated on a per Warrant Share purchase price of $0.01, set forth in column 5 opposite the Investor's name in the Schedule of Investors. The Company's agreements with each of the Investors are separate agreements, and the sales to each of the Investors are separate sales. The Company and each of the Investors agree that as of the date hereof the fair market value of the Warrants is $.01 per Warrant Share.
Sample 1
Sale of Preferred Stock and Warrants. Subject to the terms and conditions hereof, the Purchaser desires to purchase and the Company agrees to sell up to 10,000,000 shares of the Series E Preferred Stock (the “Shares”) at a price of $0.90 per Share and warrants to purchase up to 1,500,000 shares of the Common Stock, at an exercise price of $0.75 per share, in the form attached hereto as Exhibit B (the “Warrants”). At the Initial Closing, the Company shall issue and sell to the Purchaser, and the Purchaser agrees to purchase, 3,333,334 Shares and 500,000 Warrants. The Purchaser or its assignee pursuant to Section 9.3 may purchase, at its sole discretion, up to 3,333,333 Shares and 500,000 Warrants at each of the Second and Third Closings pursuant to the terms and conditions of this Agreement.
Sample 1
Sale of Preferred Stock and Warrants. Subject to the terms and conditions hereof, the Company will severally issue and sell to each of such Investors, and the Investors will severally buy from the Company at the Closing Date at a price of $1,000 per Share of Preferred Stock the number of Shares of Preferred Stock specified opposite such Investors name in the Schedule of Investors on Exhibit A hereto. In addition, the Company will sell to each of the Investors a total of three Warrants, with each Warrant exercisable for the number of shares of common stock of the Company determined in accordance with Exhibit A. The form of the Warrant is attached to this Agreement as Exhibit C. The exercise price ("Exercise Price") for each Warrant will be equal to the average of the closing bid price of the Company's common stock ("Common Stock") as quoted on the OTC Bulletin Board for the five trading days preceding the Closing Date. The Company's agreements with each of the Investors are separate agreements, and the sale of the Preferred Stock and Warrants to each of the Investors are separate sales.
Sample 1
Sale of Preferred Stock and Warrants. The Company and Purchasers covenant and agree as follows:
Sample 1
Sale of Preferred Stock and Warrants 
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Related to Sale of Preferred Stock and Warrants

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Purchase of Preferred Shares Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, the number of Preferred Shares set forth below such Purchaser’s name on the signature page of this Agreement at a per Preferred Share price equal to the Purchase Price.

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). 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 Regulation S promulgated thereunder. 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.

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

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