Shares and Warrants. At or prior to the Closing, the Company shall have delivered to the Purchasers certificates representing the Shares (in such denominations as each Purchaser may request) and certificates representing the Warrants, in each case, being acquired by the Purchasers at the Closing.
Shares and Warrants. At the Closing, the Company shall have delivered to the Purchasers the Shares and Warrants along with all appropriate board resolutions or other necessary documentation in order to issue the Shares and Warrants in such denominations as Purchaser may request. The Company shall also deliver this Agreement, duly executed by the Company.
Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below), (A) that number of Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers and (B) one or more Series R Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers.
Shares and Warrants. At or prior to the Closing, the Company shall have delivered to the Investors certificates representing the Shares (in such denominations as each Investor may request) and the Warrants (in such denominations as each Investor may request) duly executed by the Company, in each case, being acquired by the Investors at the Closing.
Shares and Warrants. Upon Closing, the Shares and Warrants delivered by the Sellers to Buyer pursuant to this Agreement shall have been duly authorized, validly issued, fully paid and non-assessable.
Shares and Warrants. In consideration of Lender’s extending the Credit Line to Borrower, Borrower agrees to issue to Lender four shares of fully paid and non-assessable common stock in the capital of the Borrower (the “Shares”) and four warrants (each a “Warrant”) for every One Dollar ($1.00) loaned to Borrower in Advances. Each Warrant shall enable the Lender to purchase one share of common stock in the capital of the Borrower (each a “Warrant Share”) for an exercise price of twenty-five cents ($0.25) for three (3) years. The Shares and Warrants owed to Lender for any particular Advance shall be issued in the names of Xxxxxx and/or Seymour, in accordance with Lender’s instructions, within ten (10) days of the Advance. Lender agrees that the Shares, Warrants and Warrant Shares shall be “restricted securities” as defined by the Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). However, Borrower agrees that if at any time from the date hereof until the earliest to occur of (A) the date as of which all the Shares and Warrant Shares (collectively, the “Registrable Shares”) may be sold by Lender without regard to the volume limitations set forth in Rule 144(e) under the Securities Act, and (B) such date as of which all the Registrable Shares held by Lender have been sold, and there is not an effective registration statement covering all of the Registrable Shares, Borrower shall determine to prepare and file with the United States Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act, of any of its equity securities (other than on Form S-4 or Form S-8 under the Securities Act, or their then equivalents, relating to equity securities to be issued solely in connection with any acquisition of any entity or business, or equity securities issuable in connection with stock incentive or other employee benefit plans), then Borrower shall send to each Lender written notice of such determination and, if within fifteen days after receipt of such notice, a Lender shall so request in writing, Borrower shall include in such registration statement all or any part of the Registrable Shares the Lender requests to be registered; provided that the Borrower shall not be required to register any Registrable Shares pursuant to this Section that are eligible for resale pursuant to Rule 144(k) promulgated under the Securities Act”;
3. Each of Seymour and Xxxxxx (each, an “Offeree”...
Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Section 5 below, the Company shall issue and sell to each Investor, and each Investor severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below), the number of Shares as is set forth opposite such Investor’s name in column (3) on the Schedule of Investors, along with the Warrants to acquire that number of Warrant Shares as is set forth opposite such Investor’s name in column (4) on the Schedule of Investors.
Shares and Warrants. The Shares to be issued by the Company within five (5) business days of Closing or, in the case of Special Situations and Aspect, within thirty (30) days after Closing, and the Shares issuable upon exercise of the Warrants (the "Warrant Shares") have been duly authorized for such issuance. When issued and delivered by the Company in accordance with the provisions of this Agreement, the Shares, the Warrants and the Warrant Shares will be validly issued, fully paid, and nonassessable. The issuance of the Shares, the Warrants and the Warrant Shares pursuant to this Agreement is not subject to any preemptive or similar rights.
Shares and Warrants. The Shares of Capital Stock are free and clear of all liens, pledges, hypothecation, options, contracts and other encumbrances, except by the terms and conditions of this Agreement and pursuant to applicable laws.
Shares and Warrants. The shares of Common Stock included in the Units, the Warrant Shares and the shares of Common Stock underlying the Placement Agent Options and the Warrants issuable thereunder have been duly and validly authorized and, when issued and delivered in accordance with the terms of the Subscription Agreements, the Warrants and Placement Agent Options, as the case may be, will be duly and validly issued, fully paid and non-assessable. The holders of the shares of Common Stock included in the Units and Warrant Shares and the shares of Common Stock underlying the Placement Agent Options and the Warrants issuable thereunder will not be subject to personal liability by reason of being such holders and will not be subject to the preemptive rights of any holders of any security of the Company or similar contractual rights granted by the Company. All corporate action required to be taken for the authorization, issuance and sale of the Common Stock, included in the Units, the Warrant Shares and the shares of Common Stock underlying the Placement Agent Options and the Warrants issuable thereunder have been duly and validly taken.
