Sale of Shares and Warrants. In reliance upon the Purchasers' representations and warranties contained in Section 4 hereof and subject to the terms and conditions set forth herein, the Company hereby agrees to sell to each Purchaser, at a price per Unit of $2.00, the aggregate number of Shares and Warrants set forth below such Purchaser's signature on such Purchaser's signature page hereto. The total amount of common stock of the Company (the "Common Stock") and other securities issuable upon conversion of the Shares and the Warrant Shares is hereinafter referred to as the "Conversion Stock." The Shares, Warrants, Warrant Shares and the Conversion Stock are hereinafter collectively referred to as the "Securities."
Sale of Shares and Warrants. Subject to the terms and conditions of the Agreement, the Company agrees to issue and sell to each Purchaser and each Purchaser severally agrees to purchase from the Company the number of Shares set forth in the Agreement. In addition, each Purchaser shall receive a Warrant to purchase up to 50 Shares of Common Stock for each Share purchased hereunder. The Warrants shall be exercisable until September __, 2000 and shall have a purchase price of $1.50 per Share.
Sale of Shares and Warrants. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Company will sell and issue to each Purchaser, and each Purchaser agrees, severally and not jointly, to purchase from the Company, (i) the number of shares of Series E Preferred Stock set forth opposite such Purchaser’s name on Attachment 1 and (ii) one or more Series A Warrant to purchase that number of shares of Series A Preferred Stock set forth opposite each Purchaser’s name on Attachment 1, for an aggregate purchase price of $1.461 per share of Series E Preferred Stock and related warrant, payable in cash by wire transfer to an account designated by the Company. The Series A Warrant shall be in the form and substance of Exhibit B attached to this Agreement and shall provide for an exercise price of $0.01 per share of the Series A Preferred Stock, subject to adjustment as provided therein. The Shares, the Series A Warrants, the Series A Warrant Shares and the Conversion Shares shall be referred to collectively in this Agreement as the “Securities.”
Sale of Shares and Warrants. Subject to the terms and conditions of this Agreement, at the Closing the Company will sell and issue to each of the Purchasers, and each of the Purchasers will purchase from the Company, (i) the number of shares of Series C Preferred set forth opposite such Purchaser’s name on Exhibit A for the purchase price of $0.4481 per share (the “Purchase Price”) such number of shares to be determined by rounding down any fractional shares to the nearest whole number; and (ii) a warrant, substantially in the form attached hereto as Exhibit C (a “Warrant”), to purchase its pro rata portion of an aggregate of 479,967 shares of common stock, par value $0.01 per share of the Company (the “Common Stock”), such pro rata portion will be determined according to such Purchaser’s percentage of participation in the Closing as defined in Section 2 hereof. The shares of Series C Preferred sold under this Agreement are referred to as the “Shares.” The Company’s agreement with each of the Purchasers is a separate agreement, and the sale of Shares to each of the Purchasers is a separate sale.
Sale of Shares and Warrants. 2.1 Subject to the terms of this Agreement, each Vendor separately and independently and not jointly and severally shall sell with full title guarantee and, notwithstanding any limitation otherwise implied by the Law of Property (Miscellaneous Provisions) Xxx 0000, free from all Encumbrances the number of Ordinary Shares, A Preferred Shares and B Preferred Shares set opposite that Vendor’s name in Column 2 of Schedule 1 and the Purchaser shall purchase the Ordinary Shares, A Preferred Shares and B Preferred Shares from the respective Vendors and together with all rights attaching to them at the date of this Agreement (including the right to receive all dividends and distributions declared, paid or made after that date).
2.2 Each of the Vendors hereby waives any rights it may have under the articles of association of the Company or otherwise to have any of the Shares offered to it for purchase prior to or in consequence of the sale or transfer of the Shares to the Purchaser or its nominees under this Agreement.
2.3 Each of the Vendors separately and independently hereby agrees that, notwithstanding the provisions of article 5.2 of the Articles of Association and/or of Clause 7.7(b) of the Warrant Instrument, the Consideration shall be paid to the Vendors in the proportions set out in this Agreement and each of the Vendors separately and independently hereby waives any rights it may have under or pursuant to the provisions of article 5.2 of the Articles of Association and/or of Clause 7.7(b) of the Warrant Instrument to receive any part of the Consideration otherwise than as set out in this Agreement.
2.4 Each of the Warrant Holders hereby consents to the modification of the Warrant Instrument by the addition of “OSI Systems, Inc or” at the beginning of clause 8.1(a) of the Warrant Instrument.
2.5 Subject to the terms of this Agreement, each Warrant Holder (other than 3i Group) separately and independently and not jointly and severally shall sell with full title guarantee and, notwithstanding any limitation otherwise implied by the Law of Property (Miscellaneous Provisions) Xxx 0000, free from all Encumbrances the number of Sale Warrants set out in column 2 adjacent to its name set out below and the Purchaser shall purchase the Sale Warrants from the respective Warrant Holders and together with all rights attaching to them at the date of this Agreement.
Column 1 Column 2 Column 3 Warrant Holder
2.6 Completion of the sale of the Sale Warrants shall take place...
Sale of Shares and Warrants. Subject to the provisions of this Agreement, including the form of Share Purchase Warrant attached hereto as Exhibit A, and on the closing dates set forth below, the Company will sell to each of the Purchasers, severally and not jointly, and each of the Purchasers, severally and not jointly, will purchase from the Company, investment units each consisting of 1 Share and Warrants to purchase 2.5 Shares in the number of Shares and Warrants set forth opposite each Purchaser's name in Schedule 1 attached hereto at the purchase price per investment unit indicated.
Sale of Shares and Warrants. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell to each Buyer the applicable shares of common stock of the Company (collectively, the “Shares”) and warrants to purchase additional shares of common stock of the Company (collectively, the “Warrants”) set forth on Exhibit A hereto (such sales of Shares and Warrants, collectively, the “Sales”).
(b) In consideration of the sale of the applicable Shares and Warrants, each Buyer shall, at the Closing, pay to the Company in cash denominated in United States Dollars the applicable amounts set forth on Exhibit A hereto (collectively, the “Consideration”).
(c) At the Closing, Seller shall cause (i) the certificates representing the Shares to be delivered to the Transfer Agent with instructions (prepared in conjunction with the Company) for the Transfer Agent to issue certificates representing new shares with duly executed powers of assignment to the applicable Buyers in the amounts set forth on Exhibit A hereto, and (ii) the Company to issue new warrants with duly executed powers of assignment to the applicable Buyers in the amounts set forth on Exhibit A, each pursuant to the terms of the Lien Release Agreement between Seller and the Company, dated as of February 5, 2009 (the “Lien Release Agreement”).
Sale of Shares and Warrants. (a) Subject to the terms and conditions hereof, at the Closing (as defined below), the Company will issue and sell to the Purchasers, and the Purchasers will buy from the Company, an aggregate of 7,400,000 shares of Common Stock (the "Closing Shares") and warrants, in the form attached hereto as Exhibit A (the "Warrants"), to purchase to an aggregate of 2,590,000 shares of Common Stock at an initial exercise price of $4.00 per share, for an aggregate purchase price of $14,800,000. The number of shares of Common Stock and Warrants to be purchased and the purchase price to be paid by each of the Purchasers are set forth on Schedule 1.1 hereto.
(b) The shares of Common Stock issuable upon exercise of the Warrants are collectively referred to herein as the "Warrant Stock."
Sale of Shares and Warrants. (a) Subject to the terms and conditions of this Agreement, the Investor agrees, severally, to purchase and the Company agrees to sell and issue to the Investor, Five Million Five Hundred Fifty-five Thousand Five Hundred and Fifty-five (5,555,555) shares of the Company's Common Stock at the per share purchase price of the Common Stock of $0.09 per share for an aggregate purchase price of $499,999.95 (the "Purchase Price").
(b) In addition, subject to the terms and conditions of this Agreement, the Investor agrees to purchase, and the Company agrees to sell and issue to the Investor, a Warrant for the purchase price of $100 in form and substance attached hereto as Exhibit A to acquire One Million One Hundred Eleven Thousand One Hundred and Eleven (1,111,111) of the Company's Common Stock at an exercise price of $0.12 per share with an exercise period terminating no later than June 2, 2006 (the "Warrant").
(c) The shares of Common Stock sold to the Investor pursuant to this Agreement are hereinafter referred to as the "Shares." The Warrant to purchase Common Stock sold hereunder are hereinafter referred to as the "Warrant." The total amount of Common Stock and other securities issued or issuable upon exercise of the Warrant are hereinafter referred to as the "Conversion Stock." The Shares, the Warrants and the Conversion Stock are hereinafter collectively referred to as the "Securities."
Sale of Shares and Warrants. Neither the Company nor anyone acting on its behalf has, directly or indirectly, offered any of the Shares or Warrants or any security similar to the Shares and Warrants for sale to, or solicited any offers to buy any of the Shares and Warrants or any security similar to the Shares or Warrants from, or otherwise approached or negotiated with respect thereto with, any Persons other than the Investor and neither the Company, nor any one acting on its behalf has taken or will take any action which would subject the issuance or sale of the Shares or Warrants to the provisions of Section 5 of the Securities Act of 1933, as amended, or violate the provision of any securities or Blue Sky laws of any applicable jurisdiction.
