The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods.
Appears in 2 contracts
Samples: Series B Convertible Preferred Stock Purchase Agreement (Collegium Pharmaceutical, Inc), Series B Convertible Preferred Stock Purchase Agreement (Collegium Pharmaceutical Inc)
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number consummation of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing acquisition of the sale Acquired Assets and assumption of the Series B Preferred Shares (the “Closing”) Assumed Liabilities shall take place be held at the offices of Xxxxxxxxxxx & Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP, LLP 000 Xxxx Xxxxxxxxx Xxxxxx, XxxxxxXxx Xxxx, Xxxxxxxxxxxxx 00000 (or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern timeXxx Xxxx 00000, on the date of this Agreement unless another datehereof, place or time is agreed to in writing by such other date after the date hereof as the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing Owners may mutually agree in writing (the “Closing Date”). At .
(b) On the ClosingClosing Date, the Owners shall deliver (duly and fully executed, acknowledged and notarized as appropriate) to the Company the following:
(i) a duly executed counterpart to the xxxx of sale for all of the Acquired Assets that constitute tangible personal property in the form attached hereto as Exhibit F (the “Xxxx of Sale”);
(ii) a duly executed counterpart to the assignment of contracts rights in the form attached hereto as Exhibit G (the “Assignment of Contract Rights”);
(iii) a duly executed counterpart to the assignment of intellectual property in the form attached hereto as Exhibit H (the “Assignment of IP”); and
(iv) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer, conveyance and/or assumption as may be reasonably necessary to transfer to the Company the Owners’ right, title and interest in and to the Acquired Assets and for the Company to assume the Assumed Liabilities.
(c) On the Closing Date, the Company will issue shall deliver (duly and deliver fully executed, acknowledged and notarized as appropriate) the following:
(i) cash in the amount set forth in Section 2 above to each Owner;
(ii) stock certificates evidencing to each Owner representing the Series B Preferred Shares number of shares to be sold at the Closing issued to such Owner pursuant to Section 2 above;
(iii) a duly executed counterpart to each of the Purchasers against payment Assignment of Contract Rights, the full purchase price therefor by (i) wire transfer Xxxx of immediately available U.S. funds, (ii) cancellation or conversion Sale and the Assignment of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or IP to each Owner;
(iv) any combination a duly executed counterpart to the assumption of liabilities in the foregoing methodsform attached hereto as Exhibit I (the “Assumption of Liabilities”);
(v) the Promissory Note to Telecom; and
(vi) such other bills of sale, assignments, certificates of title, documents and other instruments of transfer, conveyance and/or assumption as may be reasonably necessary to transfer to the Company the Owners’ right, title and interest in and to the Acquired Assets and for the Company to assume the Assumed Liabilities.
Appears in 2 contracts
Samples: Acquisition Agreement (Telecom Communications Inc), Acquisition Agreement (Telecom Communications Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers andand the Purchasers shall, subject to severally, and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)20,000,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “"Closing”") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxxoutside counsel to the Company, Xxxxxxin the form of Exhibit C, Xxxxxxxxxxxxx 00000 (or remotely via 4) an executed Registration Rights Agreement, dated the exchange date hereof, among the Company and the Purchasers, in the form of documents Exhibit B (the "Registration Rights Agreement"), and signatures(5) at 11:00 a.m.Transfer Agent Instructions, Eastern timein the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser will deliver to the Company: (1) the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement.
(iii) Notwithstanding anything herein to the Purchasers obligated to purchase sixty-six percent contrary, the Company shall not sell any Securities (66%as defined herein) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing any Purchaser to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodswhich Montrose Investments Ltd. shall not have previously agreed.
Appears in 2 contracts
Samples: Convertible Debenture Purchase Agreement (Tidel Technologies Inc), Convertible Debenture Purchase Agreement (Tidel Technologies Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of 933,333 shares of Common Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)7,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern time00000, on the March 21, 2000. The date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (is hereinafter referred to as the “"Closing Date”). ."
(ii) At the Closing, the Company will issue and parties shall deliver certificates evidencing the Series B Preferred Shares or shall cause to be sold at delivered the Closing following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing the number of Shares indicated below such Purchaser's name on the Purchasers against payment signature page of this Agreement, registered in the full purchase price therefor by (i) wire transfer name of immediately available U.S. fundssuch Purchaser, (ii2) cancellation or conversion a Common Stock purchase warrant, in the form of Exhibit A, registered in the Notes name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (as defined in Section 1.4(b)) in accordance with Section 1.4(beach an "Adjustable Warrant"), (iii3) net a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of Xxxx & Trinen, outside counsel to the Warrants Company, substantially in the form of Exhibit C, and (as defined 5) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in Section 1.4(bthe form of Exhibit D (the "Registration Rights Agreement"), and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver to the Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in accordance with Section 1.4(bUnited States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company, and (2) all documents, instruments and writings required to have been delivered at or (iv) any combination of prior to the foregoing methodsClosing Date by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Cel Sci Corp), Securities Purchase Agreement (Cel Sci Corp)
The Closing. (a) The Company agrees to issue purchase and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares (the “Closing”) Promissory Notes shall take place at the offices of Xxxxxx Xxxxxxxx LLPPiper & Marbury L.L.P., 000 Xxxx 00 Xxxxx Xxxxxxx Xxxxxx, XxxxxxBaltimore, Xxxxxxxxxxxxx 00000 Maryland 21201 at 10:00 a.m. (Baltimore time) on January 10, 1996, or remotely via at such other date, time and location as may be agreed upon between the exchange Purchasers and the Company (such event being called the "Closing" and such date and time being called the "Closing Date").
(b) On or prior to the Closing Date:
(i) the Company shall deliver to each Purchaser (A) an executed copy of documents this Agreement, (B) a Promissory Note payable to the order of such Purchaser in the original principal amount equal to the amount as set forth opposite such Purchaser's name on Schedule I hereto under the heading "Principal Loan Amount", (C) the Supporting Documents listed in
Section 4.01 (d) hereof (the "Supporting Documents"), and signatures(D) at 11:00 a.m.payment in full of the Loan Fee in accordance with the provisions of Section 1.04 hereof;
(ii) each of the Purchasers, Eastern timeother than Grotech IV and Xxxxxxxx, on shall deliver to the date Company (A) an executed copy of this Agreement unless another dateand (B) payment in full of the Purchase Price described in Section 1.01 hereof by wire transfer in immediately available funds to the bank account set forth in Exhibit C hereto (the "Bank Account");
(iii) each of Grotech IV and Xxxxxxxx shall deliver to the Company (A) an executed copy of this Agreement, place or time is agreed (B) the Demand Note issued to in writing it by the Company on January 4, 1996, and the Purchasers obligated to purchase sixty-six percent (66%C) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closingpayment in full, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of in immediately available U.S. fundsfunds to the Bank Account, of an amount equal to (ii1) cancellation or conversion of the Notes amount as set forth opposite such Purchaser's name on Schedule I hereto under the heading "Principal Loan Amount" minus (as defined in Section 1.4(b)2) in accordance with Section 1.4(b)the Principal Amount under the Demand Note plus accrued interest thereon for the period beginning on January 5, (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods1996 and ending on January 10, 1996.
Appears in 1 contract
Samples: Subordinated Promissory Note Purchase Agreement (U S Vision Inc)
The Closing. (a) The Company agrees to issue and sell to Closing hereunder shall be held at 9:00 a.m. local time approximately contemporaneously with the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale High Yield Offering, but not later than July 31, 1998 (unless the parties agree to an extension of the Series B Preferred Shares (the “Closing”such date) shall take place at the offices of Xxxxxx Xxxxxxxx LLPXxxxx, 000 0000 Xxxx Xxxxxxx Xxxxxx, XxxxxxXxxxxxxxx, Xxxxxxxxxxxxx 00000 (Xxxxxxxx 00000, or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern such other time, on date and place as the parties shall agree (the date of this Agreement unless another date, place or time is agreed to in writing by such Closing being herein called the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “"Closing Date”"). At the Closing, the parties shall deliver the following:
(a) MAI shall deliver such suitable transfer documents as Xxxxx or New Company will issue and may require pursuant to which the Assets are conveyed to New Company.
(b) New Company shall deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. fundsone or more documents whereby it agrees to assume the Liabilities after the Closing, (ii) cancellation or conversion the cash portion of the Notes (as defined purchase price for the Assets by wire transfer to an account designated in Section 1.4(b)) in accordance with Section 1.4(b)writing by MAI, and (iii) net exercise a certificate for the shares of Class A Common Stock to be delivered to MAI at Closing.
(c) The parties thereto shall deliver the Employment Agreements between New Company and each of the Warrants Principals in the form set forth as Exhibits F-1 and F-2 hereto.
(d) The Shareholders, MAI and the various Xxxxx entities shall deliver the Post-Closing Agreement in the form set forth as defined Exhibit G hereto.
(e) New Company and MAI shall deliver the Registration Rights Agreement in the form set forth as Exhibit H hereto.
(f) The various closing documents contemplated by Sections 8(e) and 9(e) of this Agreement.
(g) Each of Xxxxx, XXX and New Company shall execute and deliver a Section 1.4(b)) 351 Plan in accordance with the form of Exhibit I hereto and New Company and Xxxxx shall deliver the items to be transferred, as contemplated by the Section 1.4(b) or (iv) any combination of the foregoing methods351 Plan.
Appears in 1 contract
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number Closing of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” purchase and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Xxxxxx Xxxxxxxx LLPLindxxxxx & Xennxx X.X.L.P., 000 Xxxx 4200 IDS Center, 80 Sxxxx 0xx Xxxxxx, XxxxxxXxxxxxxxxxx, Xxxxxxxxxxxxx 00000 (or remotely via Xxxxxxxxx xxxultaneous with the exchange closing of documents the transactions contemplated by the Agreement and signatures) at 11:00 a.m., Eastern time, on Plan of Merger dated as of the date of this Agreement unless another datehereof among the Company, place or time is agreed to in writing by IFT West Acquisition Company, International Flex Holdings, Inc. ("IFH") and its stockholders (the Company and the Purchasers obligated to purchase sixty-six percent (66%) "Merger Agreement"). The date of the shares of Series B Preferred Shares Closing is hereinafter referred to be issued pursuant to this Agreement at as the Closing (the “"Closing Date”). ."
(b) At the Closing, the Company will issue and shall deliver certificates evidencing (A) to each Purchaser, a stock certificate registered in the name of such Purchaser for such number of Series B G Preferred Shares set forth opposite such Purchaser's name on Exhibit A; (B) to be sold each Purchaser, a stock certificate registered in the name of such Purchaser for such number of Common Shares set forth opposite such Purchaser's name on Exhibit A; and (C) all other documents, instruments and writings required to have been delivered at or prior to the Closing by the Company to Purchasers pursuant to this Agreement. At the Closing, each of Purchaser shall deliver to the Purchasers against payment of Company the full aggregate purchase price therefor set forth opposite such Purchaser's name on Exhibit A by (i) wire transfer of immediately available U.S. fundssame day funds to an account designated by the Company in writing two business days before the Closing except that Morgxxxxxxxx Xxxture Partners V, L.P. (ii"Morgxxxxxxxx") cancellation or conversion xhall also deliver to the Company that certain 8% Convertible Note dated August 15, 2000, as amended (the "8% Note"), made by the Company payable to the order of Morgxxxxxxxx Xxxture Partners V, L.P. and the cash portion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise purchase price payable by Morgxxxxxxxx xxxll be reduced by an amount equal to the principal amount of such 8% Note and accrued interest thereon through the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsClosing Date.
Appears in 1 contract
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of 1,200,000 shares of Common Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)6,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx Xxxxxxxx LLPxx xxx Xxxxxxxx, 000 Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxxxxmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange Company shall deliver to each Purchaser (1) a stock certificate representing 2/3% of documents and signatures) at 11:00 a.m., Eastern time, the number of Shares indicated below such Purchaser's name on the date signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of Paul, Hastings, Janoxxxx & Xalkxx XXX (or, as appropriate, local Nevada counsel to the Company), outside counsel to the Company, substantially in the form of Exhibit C, (5) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement") and (6) the Transfer Agent Instructions, 3 in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver: (1) 2/3% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose and (2) an executed Registration Rights Agreement.
(iii) On the Purchasers obligated to purchase sixty-six percent second (66%2nd) Trading Day following the date that the Underlying Shares Registration Statement (as defined herein) is declared effective by the Commission (as defined herein), (A) the Company will, against delivery of the shares amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, a stock certificate representing 1/3% of Series B Preferred the number of Shares indicated below such Purchaser's name on the signature page of this Agreement (subject to be issued pursuant equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser, and (B) each Purchaser will deliver to the Company, 1/3% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement at the Closing (the “Closing Date”). At the Closing, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsfor such purpose.
Appears in 1 contract
Samples: Securities Purchase Agreement (Jaws Technologies Inc /Ny)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number 300 shares of Preferred Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)3,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx Xxxxxxxx LLPxx xxx Xxxxxxxx, 000 Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxxxxmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) Prior to the Closing Date, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange Company shall deliver to each Purchaser (1) stock certificates representing a number of documents and signatures) at 11:00 a.m., Eastern time, Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another dateby 10,000, place registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit D, pursuant to which such Purchaser shall have the right to purchase the number of shares of Common Stock indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser (collectively, the "Warrants"), (3) the legal opinion of Higham, McCoxxxxx & Xunnxxx XXX, outside counsel to the Company, substantially in the form of Exhibit C, and (4) all other documents, instruments and writings required to have been delivered at or time is agreed prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such 3 Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued Closing Date by such Purchaser pursuant to this Agreement at the Closing (the “Closing Date”). At the ClosingAgreement, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. fundsincluding, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b)without limitation, (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsan executed Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (E Digital Corp)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of 3,133,333 shares of Preferred Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)4,700,000. The closing of the purchase and sale of the Series B Preferred Shares Stock (the “"Closing”") shall take place at the offices of Robinson Silverman Pearce Aronsohn & Berman LLP ("Robinson Silvermax"), 0000 Xxxxxx Xxxxxxxx xf xxx Xmxxxxxx, New Xxxx, New Yoxx 00000, xxxxxxxxely xxxxxxxxx xxx xxxxxxxxx xxxxxx xx xxxx xxxxx xxxx xx the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) On the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) stock certificates, registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 1.5, (2) a common stock purchase warrant in the form of Exhibit D pursuant to which such Purchaser shall be entitled to purchase the number of shares of Common Stock set forth therein (collectively, the "Warrants") and (3) the legal opinion of Chu, Ring & Hazel LLP, 000 Xxxx Xxxxxxoutside counsel to the Company in the form of Exhibit C; (X) the Company will deliver to Kenilworth, XxxxxxLLC an executed Guaranty and Pledge Agreement, Xxxxxxxxxxxxx 00000 dated the date hereof, among the Company, DynaGen, Inc. and Kenilworth LLC, in the form of Exhibit E (or remotely via the exchange of documents "Pledge Agreement"); and signatures(C) at 11:00 a.m., Eastern time, each Purchaser shall deliver (1) the purchase price indicated below such Purchaser"s name on the date of signature page to this Agreement unless another dateAgreement, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose and the Purchasers obligated to purchase sixty-six percent (66%2) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsan executed Pledge Agreement.
Appears in 1 contract
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions Purchasers shall purchase an aggregate of this Agreement, including 528,634 shares of Common Stock (the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)6,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxx, Xxxxxxxxxxxxx 00000 (immediately following the execution hereof or remotely via such later date as the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the parties shall agree. The date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (is hereinafter referred to as the “"Closing Date”). ."
(ii) At the Closing, the Company will issue and parties shall deliver certificates evidencing the Series B Preferred Shares or shall cause to be sold at delivered the Closing following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing the number of Shares indicated below such Purchaser's name on the Purchasers against payment signature page of this Agreement, registered in the full purchase price therefor by (i) wire transfer name of immediately available U.S. fundssuch Purchaser, (ii2) cancellation or conversion a Common Stock purchase warrant, in the form of Exhibit A, registered in the Notes name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (as defined in Section 1.4(b)) in accordance with Section 1.4(beach an "Adjustable Warrant"), (iii3) net a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms set forth therein, at an exercise price per share (subject to adjustment as provided therein) of $12.00 (each, a "Closing Warrant" and together with the Warrants Adjustable Warrants, the "Warrants"), (as defined 4) the legal opinion of Xxxxx & Xxxxxxx LLP, outside counsel to the Company, substantially in Section 1.4(bthe form of Exhibit C, and (5) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement"), and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver to the Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in accordance with Section 1.4(bUnited States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company, and (2) all documents, instruments and writings required to have been delivered at or (iv) any combination of prior to the foregoing methodsClosing Date by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement.
Appears in 1 contract
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Notes for an aggregate purchase price of $0.84 per share (“Purchase Price”)3,000,000. The closing of the purchase and sale of the Series B Preferred Shares Notes (the “"Closing”") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) On the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) the Notes in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "Warrants"), (3) the legal opinion of Xxxxxxxx & Xxxxxx, XxxxxxP.C., Xxxxxxxxxxxxx 00000 outside counsel to the Company, in the form of Exhibit C, and (or remotely via 4) an executed Registration Rights Agreement, dated the exchange date hereof, among the Company and the Purchasers, in the form of documents Exhibit B (the "Registration Rights Agreement"), and signaturesthe Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) at 11:00 a.m., Eastern time, each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and the Purchasers obligated to purchase sixty-six percent (66%2) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsan executed Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Stockgroup Com Holdings Inc)
The Closing. (a) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)3,000,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “Closing”"CLOSING") shall take place at the offices of Xxxxxx Xxxxxxxx LLPXxxx Xxxxxxxxx, 000 Xxxx XxxxxxEsq. ("ESCROWEE"), having an office at 00000 Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx XX, 00000 immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(b) Prior to the Closing Date, the parties shall deliver or remotely via shall cause to be delivered the exchange following: (A) the Company shall deliver to Escrowee for the benefit of documents and signaturesthe Purchasers (1) at 11:00 a.m., Eastern time, the Debentures in the aggregate principal amount indicated below each Purchaser's name on the date signature page to this Agreement, registered in the name of each such Purchaser, three (3) Common Stock purchase warrants for every ten (10) dollars of principal amount indicated below each Purchaser's name on the signature page of this Agreement unless another date, place each in the form of EXHIBIT D, registered in the name of the appropriate Purchasers, pursuant to which the Purchasers shall have the right at any time and from time to time thereafter through the fifth (5th) anniversary of the Closing Date to acquire an aggregate of 900,000 shares of Common Stock, at an exercise price per share (subject to adjustment as provided therein) equal to $1.90 (collectively, the "WARRANTS"), (3) the legal opinion of Xxxxx & Xxxxxx, LLP, outside counsel to the Company in the form acceptable to the parties hereto, and (4) all other documents, instruments and writings required to have been delivered at or time is agreed prior to the Closing by the Company pursuant to this Agreement, including (A) an executed Registration Rights Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), (B) an executed Escrow Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of EXHIBIT F (the "Escrow AGREEMENT"), (E) the Irrevocable Transfer Agent Instructions, in the form of EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"), and (B) each Purchaser shall deliver toEscrowee, for delivery to the Company the purchase price for the Debentures indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and to Escrowee for delivery upon funding, all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement.
(c) The Company and the Purchasers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "EFFECTIVE DATE "), provided that the trading price of the Common Stock is at least $1.75 for the ten (10) consecutive trading days immediately preceding the Effective Date, the Purchasers will be obligated to purchase, and the Company shall be obligated to sell and issue to the Purchasers, additional debentures ("ADDITIONAL DEBENTURES") in the aggregate principal amount of Three Million Dollars ($3,000,000) and additional warrants ("ADDITIONAL WARRANTS") to purchase sixtyan aggregate of 900,000 shares of Common Stock for an aggregate purchase price of Three Million Dollars ($3,000,000), with the closing of such purchase to occur within forty-six percent five (66%45) days of the shares Effective Date. The terms of Series B Preferred Shares the Additional Debentures and the Additional Warrants shall be identical to the terms of the Debentures and the Warrants to be issued pursuant to this Agreement at on the Closing (Date, provided that the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes Initial Conversion Price (as defined in Section 1.4(bthe Debentures) for the Additional Debentures shall be ninety-seven hundredths of one dollar ($.97)) in accordance with Section 1.4(b), (iii) net exercise of . The Common Stock underlying the Additional Debentures and the Additional Warrants shall be Registrable Securities (as defined in Section 1.4(b)the Registration Rights Agreement) and shall be included in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods.Registration Statement to be filed pursuant to the Registration Rights Agreement
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Kanakaris Wireless)
The Closing. (a) The Company agrees to issue execution and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions delivery of this AgreementAgreement and the instruments, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” certificates and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares other documents required hereunder (the “"Closing”") shall take place at the offices of Xxxxxx Xxxxxxxx LLPCrown Casino Corporation, 000 Xxxx Xxxxxx4040 North MacArthur Boulevard, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000 (Xxxxx, xx 00:00 x.x. xxxxx xxxx xx May 30, 1997, or remotely via the exchange of documents at such subsequent time and signatures) at 11:00 a.m., Eastern time, on the date of this Agreement unless another date, place day or time is other location as may be mutually agreed to in writing by the Company Purchaser and the Purchasers obligated to purchase sixty-six percent (66%) Seller. The date and time of such execution and delivery is herein called the "Closing Date". On the Closing Date, against delivery of the shares of Series B Preferred Shares to be issued Purchase Price pursuant to this Agreement at Section 2 hereof, 54. certification of ownership and a copy of the Closing Company's stock register representing the Purchaser's ownership of the Shares and the CMMS Share shall be delivered by the Company, to the Purchaser, 54. the Original Note and the unpaid principal and accrued interest thereon shall be evidenced by two (2) promissory notes (the “Closing Date”"New Notes"), one payable to the Seller and one payable to the Purchaser, in the amount of 51% and 49%, respectively, of such unpaid balance, which New Notes shall be substantially the same except for the principal amount, and 54. At a bill of sale and assignment coxxxxing to the Closing, Purchaser the Company will issue Purchaser's interest in and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. fundsthe Leased Equipment, the Lease Agreement and the Lease Payments, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b)Technical Assistance Agreement and the Technical Assistance Fee, and (iii) net exercise the Royalty. The New Notes referenced in (b) above and bill of sale and assignment refxxxxced in (c) above shall be in substantially the Warrants (form attached hereto as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination Exhibits "B" and "C", respectively. 55. Nature and Survival of the foregoing methodsRepresentations and Warranties.
Appears in 1 contract
The Closing. (a) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)1,050,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “"Closing”") shall take place at the offices of Xxxxxx Xxxxxxxx LLPXxxx Nacarrato, 000 Xxxx XxxxxxEsq. ("Escrowee"), having an office at 00000 Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx XX 00000 immediately following the execution hereof or such later date or dates as the parties shall agree. The date of the first Closing is hereinafter referred to as the "Closing Date."
(b) Prior to the Closing Date, the parties shall deliver or remotely via shall cause to be delivered the exchange following: (A) the Company shall deliver to Escrowee for the benefit of documents and signaturesthe Purchasers (1) at 11:00 a.m., Eastern time, the Debentures in the aggregate principal amount indicated below each Purchaser's name on the date signature page to this Agreement, registered in the name of each such Purchaser, (1) one Common Stock purchase warrant for every two dollars of principal amount indicated below each Purchaser's name on the signature page of this Agreement, each in the form of Exhibit D, registered in the name of the appropriate Purchasers, pursuant to which the Purchasers shall have the right at any time and from time to time thereafter through the 3rd anniversary of the Closing Date to acquire an aggregate of 50,000 shares of Common Stock, at an exercise price per share (subject to adjustment as provided therein) equal to 130% of the average of the Per Share Market Values for the five (5) days immediately preceding the Closing Date (collectively, the "Warrants"), and (3) all other documents, instruments and writings required to have been delivered at or prior to the Closing by the Company pursuant to this Agreement, including (A) an executed Registration Rights Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), (B) an executed Security Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit F (the "Security Agreement"), (E) the Secured Convertible Debenture Purchase Agreement unless another dateIrrevocable Transfer Agent Instructions, place or time is agreed in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser shall deliver to Xxxx X. Xxxxxxxxx, Esq. ("Escrow Agent"), for delivery to the Company the purchase price for the Debentures indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and to Escrowee for delivery upon funding, all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement, Security Agreement.
(c) The Company and the Purchasers Buyers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date"), provided that the trading price of the Common Stock is at least $.45 for the ten (10) consecutive trading days immediately preceding the Effective Date, the Buyers will be obligated to purchase sixty-six percent additional debentures (66%"Additional Debentures") in the aggregate principal amount of Six Hundred Thousand ($600,000) and additional warrants ("Additional Warrants") to purchase an aggregate of 300,000 shares of Common Stock for an aggregate purchase price of Six Hundred Thousand Dollars ($600,000), with the closing of such purchase to occur within thirty (30) days of the shares Effective Date. The terms of Series B Preferred Shares the Additional Debentures and the Additional Warrants shall be identical to the terms of the Debentures and the Warrants to be issued pursuant to this Agreement at on the Closing (Date, provided that the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes Initial Conversion Price (as defined in Section 1.4(b)the Debentures) in accordance with Section 1.4(b), for the Additional Debentures shall be twenty-six hundredths of one dollar (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods$.
Appears in 1 contract
Samples: Secured Convertible Debenture Purchase Agreement (American Biomed Inc)
The Closing. (a) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)500,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “"Closing”") shall take place at the offices of Xxxxxx Xxxxxxxx LLPXxxx Xxxxxxxxx, 000 Xxxx XxxxxxEsq.("Escrowee"), Xxxxxximmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(b) Prior to the Closing Date, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange Company shall deliver to Escrowee for the benefit of documents and signaturesthe Purchasers (1) at 11:00 a.m., Eastern time, the Debentures in the aggregate principal amount indicated below each Purchaser's name on the date signature page to this Agreement, registered in the name of each such Purchaser, (2) two Common Stock purchase warrants for every two dollars of principal amount indicated below each Purchaser's name on the signature page of this Agreement unless another date, place each in the form of Exhibit D, registered in the name of the appropriate Purchasers, pursuant to which the Purchasers shall have the right at any time and from time to time thereafter through the 3rd anniversary of the Closing Date to acquire an aggregate of 250,000 shares of Common Stock, at an exercise price per share (subject to adjustment as provided therein) equal to $.77 (collectively, the "Warrants"), (3) the legal opinion of Troop, Steuber, Pasich, Xxxxxxx & Xxxxx, LLP, outside counsel to the Company, in the form acceptable to the parties hereto, and (4) all other documents, instruments and writings required to have been delivered at or time is agreed prior to the Closing by the Company pursuant to this Agreement, including (A) an executed Registration Rights Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), (B) an executed Security Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit F (the "Security Agreement"), (E) the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser shall deliver toEscrowee, for delivery to the Company the purchase price for the Debentures indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and to Escrowee for delivery upon funding, all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement, Security Agreement.
(c) The Company and the Purchasers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date "), provided that the trading price of the Common Stock is at least $1.00 for the ten (10) consecutive trading days immediately preceding the Effective Date, the Purchasers will be obligated to purchase, and the Company shall be obligated to sell and issue to the Purchasers, additional debentures ("Additional Debentures") in the aggregate principal amount of Five Hundred Thousand ($500,000) and additional warrants ("Additional Warrants") to purchase sixty-six percent an aggregate of 250,000 shares of Common Stock for an aggregate purchase price of Five Hundred Thousand Dollars (66%$500,000), with the closing of such purchase to occur within thirty (30) days of the shares Effective Date. The terms of Series B Preferred Shares the Additional Debentures and the Additional Warrants shall be identical to the terms of the Debentures and the Warrants to be issued pursuant to this Agreement at on the Closing (Date, provided that the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes Initial Conversion Price (as defined in Section 1.4(bthe Debentures) for the Additional Debentures shall be seventy-seven hundredths of one dollar ($.77)) in accordance with Section 1.4(b), (iii) net exercise of . The Common Stock underlying the Additional Debentures and the Additional Warrants shall be Registrable Securities (as defined in Section 1.4(b)the Registration Rights Agreement) and shall be included in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods.Registration Statement to be filed pursuant to the Registration Rights Agreement
Appears in 1 contract
Samples: Secured Convertible Debenture Purchase Agreement (Sitestar Corp)
The Closing. (a) The Closing.
(i) Subject to the terms and conditions set forth in ----------- this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of 2,000,000 shares of Common Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of ------ $0.84 per share (“Purchase Price”)3,500,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") ------- shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 1290 Avenue of the Americas, New York, New York ------------------ 10104, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." ------------
(ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing 57.143% of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such --------- Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a ------------------ Common Stock purchase warrant, in the form of Exhibit B, registered in the name --------- of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each a "Vesting Warrant"), (4) a Common Stock purchase warrant, in the --------------- form of Exhibit C, registered in the name of such Purchaser, pursuant to which --------- such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein (each, a "Closing Warrant" and together with the Adjustable Warrants and the Vesting --------------- Warrant, the -1- "Warrants"), (5) the legal opinion of Stoel Rives LLP, 000 Xxxx Xxxxxxoutside counsel to the -------- Company, Xxxxxxsubstantially in the form of Exhibit F, Xxxxxxxxxxxxx 00000 (or remotely via 6) an executed Registration --------- Rights Agreement, dated the exchange date hereof, among the Company and the Purchasers, in the form of documents Exhibit D (the "Registration Rights Agreement"), (7) the Transfer --------- ----------------------------- Agent Instructions, in the form of Exhibit E, executed by the Company and signatures--------- delivered to and acknowledged by the Company's transfer agent (the "Transfer -------- Agent Instructions"), and (8) the Escrow Agreement (the "Escrow Agreement") at 11:00 a.m.of ------------------ ---------------- even date hereof, Eastern timeamong the Company, Xxxxxx Capital Group, Ltd. and LaSalle Bank National Association (the "Escrow Agent"); and (B) each Purchaser shall deliver ------------ to the Escrow Agent for delivery in accordance with the Escrow Agreement) (1) 57.143% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer as designated in the Escrow Agreement for such purpose, and (2) an executed Registration Rights Agreement.
(iii) Within five Trading Days following the date that the Underlying Shares Registration Statement (as defined herein) is declared effective by the Commission (as defined herein) and provided, that the -------- Underlying Shares Registration Statement was declared effective within 60 days after the Closing Date, (A) the Company will, against delivery of the amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, a stock certificate representing 42.857% of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement unless another date(subject to equitable adjustment for stock splits, place or time is agreed recombinations and similar events), registered in the name of such Purchaser, and (B) each Purchaser will deliver to the Company, 42.857% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsfor such purpose.
Appears in 1 contract
Samples: Securities Purchase Agreement (Pacific Aerospace & Electronics Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of 1,025,641 shares of Common Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)2,500,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxx, Xxxxxxxxxxxxx 00000 (immediately following the execution hereof or remotely via such later date as the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the parties shall agree. The date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (is hereinafter referred to as the “"Closing Date”). ."
(ii) At the Closing, the Company will issue and parties shall deliver certificates evidencing the Series B Preferred Shares or shall cause to be sold at delivered the Closing following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing the number of Shares indicated below such Purchaser's name on the Purchasers against payment signature page of this Agreement, registered in the full purchase price therefor by (i) wire transfer name of immediately available U.S. fundssuch Purchaser, (ii2) cancellation or conversion a Common Stock purchase warrant, in the form of Exhibit A, registered in the Notes name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (as defined in Section 1.4(b)) in accordance with Section 1.4(beach an "Adjustable Warrant"), (iii3) net a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of Xxxx & Trinen, outside counsel to the Warrants Company, substantially in the form of Exhibit C, and (as defined 5) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in Section 1.4(bthe form of Exhibit D (the "Registration Rights Agreement"), and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver to the Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in accordance with Section 1.4(bUnited States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company, and (2) all documents, instruments and writings required to have been delivered at or (iv) any combination of prior to the foregoing methodsClosing Date by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement.
Appears in 1 contract
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company, the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” Debentures and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Warrants for an aggregate purchase price of $0.84 per share (“Purchase Price”)2,500,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures and the Warrants (the “Closing”"CLOSING") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP ("XXXXXXXX XXXXXXXXX"), 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of EXHIBIT B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as indicated below such Purchaser's name of the signature pages to this Agreement (each a "WARRANT" and collectively, the "WARRANTS"), (3) the legal opinion of Berlack, Israels & Xxxxxxxx LLP, 000 Xxxx Xxxxxxoutside counsel to the Company, Xxxxxxin agreed form, Xxxxxxxxxxxxx 00000 (or remotely via 4) an executed Registration Rights Agreement, dated the exchange date hereof, among the Company and the Purchasers, in the form of documents EXHIBIT C (the "REGISTRATION RIGHTS AGREEMENT"), (5) Transfer Agent Instructions, in the form of EXHIBIT B, delivered to and signaturesacknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"), and (6) at 11:00 a.m.a stock certificate registered in the name of such Purchaser, Eastern timerepresenting an aggregate of 30,000 shares of Common Stock in such number as indicated below such Purchaser's name of the signature pages to this Agreement (the "ADDITIONAL SHARES"), and (7) the letter, dated September 15, 2000, from GCAP to Cortlandt Investors LLC regarding the Additional Shares (the "SHARES Letter"), (B) each Purchaser shall deliver (i) to the Company: (1) the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and the Purchasers obligated to purchase sixty-six percent (66%2) of the shares of Series B Preferred Shares to be issued pursuant to this an executed Registration Rights Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion to GCAP, an executed Securities Exchange Agreement, in the form of EXHIBIT D (the Notes "EXCHANGE AGREEMENT"); and (as defined in Section 1.4(b)C) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsGCAP shall deliver to each Purchaser an executed Exchange Agreement.
Appears in 1 contract
Samples: Convertible Debenture Purchase and Exchange Agreement (Moneyzone Com)
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number consummation of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” transactions contemplated hereby shall take place at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares (the “Closing”) shall take place to be held at the offices of Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or remotely via the exchange of documents and signatures) at 11:00 10:00 a.m., Eastern California time, on the a date of this Agreement unless another date, place or time is agreed to in writing be designated by the Company Seller and the Purchasers obligated Purchaser, which date shall be the later of (i) the second (2nd) Business Day after satisfaction and fulfillment or, if permissible pursuant to purchase sixty-six percent (66%) the terms hereof, waiver of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing conditions set forth in Article VII hereof, and (ii) February 28, 2007 (the “Closing Date”). , at the offices of Xxxxxx, Xxxxxxxxxx & Xxxxxxxxx LLP, 000 Xxxxxx Xxxxxx, San Francisco, California 94105, unless another time, date or place is mutually agreed upon in writing by the Seller and the Purchaser.
(b) At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares Seller shall deliver, or cause to be sold at delivered, to the Closing to each of Purchaser the Purchasers against payment of the full purchase price therefor by following:
(i) certificates representing the Shares (“Share Certificates”), duly endorsed or accompanied by stock powers duly endorsed in blank, with any required transfer stamps affixed thereto;
(ii) the resignations of all officers, managers and members of the Board of Directors of the Company and all committees thereof, in each case from their positions to such, in a form reasonably satisfactory to the Purchaser;
(iii) executed copies of all of the Ancillary Agreements;
(iv) all other certificates, instruments and other documents required to be delivered by the Seller to the Purchaser on or before the Closing pursuant to this Agreement, including the certificates, instruments and other documents referred to in Section 7.1 hereof, or as may reasonably be requested by the Purchaser in order to consummate the transactions contemplated hereby.
(c) At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Seller the following:
(i) cash in an amount equal to the Cash Payment payable by wire transfer of immediately available U.S. funds, funds to an account that is designated by the Seller in writing at least two (2) Business Days prior to the Closing Date;
(ii) cancellation or conversion executed copies of all of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), Ancillary Agreements; and
(iii) net exercise of all other certificates, instruments and other documents required to be delivered by the Warrants (as defined Purchaser to the Seller on or before the Closing pursuant to this Agreement, including the certificates, instruments and other documents referred to in Section 1.4(b)) 7.2 hereof, or as may reasonably be requested by the Seller in accordance with Section 1.4(b) or (iv) any combination of order to consummate the foregoing methodstransactions contemplated hereby.
Appears in 1 contract
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares transactions described within this Agreement (the “"Closing”") shall take place on or before July 19, 2002, at the offices of the Company at Xxx Xxxx Xxxxxx Xxxxxxxx LLPXxxxx, 000 Xxxx XxxxxxXxxxx 000, XxxxxxXxxxxxxxxxxx, Xxxxxxxxxxxxx 00000 (XX 00000, or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern such other time, on date or place as the date of this Agreement unless another date, place or time is agreed parties may mutually agree.
(b) At the Closing the following transactions will occur:
(i) The Holder shall have delivered to in writing by the Company and a fully executed Notice of Conversion appropriately marked to indicate an election to accept the Purchasers obligated to purchase sixty-six percent Series D Exchange identified therein;
(66%ii) of The Holder shall deliver the shares of Series B Preferred C Shares to the Company for conversion;
(iii) The Company will be deemed to have issued pursuant to this Agreement at Holder the Closing Conversion Shares, Additional Warrants and Amended Warrants, and Holder will be deemed to have concurrently surrendered to the Company for cancellation the Series C Conversion Shares;
(the “Closing Date”). At the Closing, the iv) The Company will issue and deliver certificates evidencing the Series B Preferred D Shares to be sold at the Closing to each Holder, free and clear of all liens, levies and encumbrances (except as otherwise referenced in this Agreement); and
(v) The Company will have filed with the Secretary of State of the Purchasers against payment State of Delaware and delivered to Holder a Certificate of Designation covering the full purchase price therefor by Series D Shares, in the form attached hereto as Exhibit A.
(c) Notwithstanding anything to the contrary contained herein, the Company shall be under no obligation to complete the transactions described in this Agreement unless:
(i) wire transfer those shareholders owning at least ninety (90%) percent of immediately available U.S. fundsthe Company's outstanding shares of Series C Convertible Preferred Stock, have completed the Notice of Conversion and have elected to accept either of the alternatives under "Designation of Exchange Alternatives"; and
(ii) cancellation or conversion the Company has secured the consent of its principal lender to the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsSeries D Exchange transactions.
Appears in 1 contract
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Xxxxxx Xxxxxxxx LLPPaul, 000 Xxxx XxxxxxHastings, XxxxxxJanoxxxx & Xalkxx XXX, Xxxxxxxxxxxxx 00000 1055 Xxxxxxxxxx Xxxxxxxxx, Xxxxxxxx, XX 00000, xxmediately following the execution hereof or such later date or at such other place as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(b) At the Closing, the parties shall deliver or remotely via shall cause to be delivered the exchange following: (i) the Company shall deliver to each Purchaser (1) a stock certificate representing Shares registered in the name of documents and signatureseach Purchaser as specified in Schedule 1.3, (2) a five year common stock purchase warrant in the form of Exhibit B (the "Warrant") entitling the Purchaser to purchase an aggregate of 200,000 shares (as specified in Schedule 1.3) of the Company's common stock, $.01 par value per share (the "Common Stock"), at 11:00 a.m., Eastern time, an exercise price equal to 120% of the Per Share Market Value on the Closing Date, registered in the name of the Purchaser, (3) the legal opinion of Paul, Hastings, Janoxxxx & Xalkxx XXX, outside counsel to 3 the Company, substantially in the form of Exhibit C, dated the Closing Date, and (4) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, between the Company and the Purchaser, in the form of this Agreement unless another dateExhibit D (the "Registration Rights Agreement"), place or time is agreed and the Irrevocable Transfer Agent Instructions, dated the Closing Date, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (ii) the Purchaser shall deliver to the Company (1) $1,500,000 (as specified in Schedule 1.3) in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose prior to the Closing Date (the "Purchase Price") less the amounts referred to in Section 4.1, and (2) all documents, instruments and writings required to have been delivered at or prior to the Purchasers obligated to purchase sixty-six percent (66%) of Closing Date by the shares of Series B Preferred Shares to be issued Purchaser pursuant to this Agreement at the Closing (the “Closing Date”). At the ClosingAgreement, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsincluding an executed Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Ecogen Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of 1,000 shares of Preferred Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "SHARES") for an aggregate purchase price of $0.84 per share (“Purchase Price”)10,000,000; each Purchaser agreeing to purchase the amount of Shares for the purchase price so indicated on the signature page attached hereto. The closing of the purchase and sale of the Series B Preferred Shares (the “Closing”"CLOSING") shall take place at the offices of Rxxxxxxx Sxxxxxxxx Pxxxxx Axxxxxxx & Bxxxxx LLP ("RXXXXXXX SXXXXXXXX"), 1000 Xxxxxx Xxxxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, immediately following the execution hereof or such later date as the parties shall mutually agree but in any event, no later than February 29, 2000. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) stock certificates, registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 10,000, (2) a Common Stock purchase warrant, in the form of EXHIBIT D (collectively, the "WARRANTS"), registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire a number of shares of Common Stock equal to 15% of such Purchaser's purchase price for the Shares being acquired by it, divided by the Exercise Price (as defined in the Warrants), (3) the legal opinion of Mesirov Gxxxxx Jxxxx Cxxxxx & Jxxxxxxx LLP, 000 Xxxx Xxxxxxoutside counsel to the Company in the form of EXHIBIT C, Xxxxxxand (4) an executed Registration Rights Agreement, Xxxxxxxxxxxxx 00000 dated the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (or remotely via the exchange "REGISTRATION RIGHTS AGREEMENT") and the Transfer Agent Instructions, in the form of documents EXHIBIT E, delivered to and signaturesacknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"); and (B) at 11:00 a.m., Eastern time, each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and the Purchasers obligated to purchase sixty-six percent (66%2) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsan executed Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Global Technologies LTD)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number 500 shares of Preferred Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)5,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx Xxxxxxxx LLPxx xxx Xxxxxxxx, 000 Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxxxxmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange Company shall deliver to each Purchaser (1) stock certificates, registered in the name of documents and signatures) at 11:00 a.m.such Purchaser, Eastern time, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another dateby 10,000, place (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire a number of shares of Common Stock equal to 15% of such Purchaser's purchase price for the Shares being acquired by it, divided by the Per Share Market Value (as defined below) (collectively, the "Warrants"), (3) the legal opinion of Bryax Xxxx XXX, outside counsel to the Company in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement") and (5) a copy of the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver to or time is agreed as directed by the Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed copy of this Agreement and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsRegistration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Hearx LTD)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number aggregate of 1,000,000 shares of Common Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)5,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Xxxxxx Xxxxxxxx LLPPaul, 000 Hastings, Janoxxxx & Xalkxx XXX ("Paul Xxxxxxxx"), 399 Xxxx Xxxxxx, Xxxxxx00xx Xxxxx, Xxxxxxxxxxxxx 00000 Xxx Xxxx, Xxx Xxxx 00000, xxmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, the parties shall deliver or remotely via shall cause to be delivered the exchange following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing 60% of documents and signatures) at 11:00 a.m., Eastern time, the number of Shares indicated below such Purchaser's name on the date signature page to this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of Paul, Xxstings Janoxxxx & Xalkxx XXX, outside counsel to the Company, substantially in the form of Exhibit C, (5) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement") and (6) the Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver: (1) 60% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose and (2) an executed Registration Rights Agreement.
(iii) On August 30, 2000, (A) the Purchasers obligated to purchase sixty-six percent (66%) Company will, against delivery of the shares amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, a stock certificate representing 40% of Series B Preferred the number of Shares indicated below such Purchaser's name on the signature page of this Agreement (subject to be issued pursuant equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser, and (B) each Purchaser will deliver to the Company, 40% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement at the Closing (the “Closing Date”). At the Closing, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsfor such purpose.
Appears in 1 contract
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions Purchasers shall purchase an aggregate of this Agreement, including 968,524 shares of Common Stock (the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)8,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx Xxxxxxxx LLPxx xxx Xxxxxxxx, 000 Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxx, Xxxxxxxxxxxxx 00000 (xxmediately following the execution hereof or remotely via such later date as the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the parties shall agree. The date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (is hereinafter referred to as the “"Closing Date”). ."
(ii) At the Closing, the Company will issue and parties shall deliver certificates evidencing the Series B Preferred Shares or shall cause to be sold at delivered the Closing following: (A) the Company shall deliver to each Purchaser: (1) a stock certificate representing the number of Shares indicated below such Purchaser's name on the Purchasers against payment signature page of this Agreement, registered in the full purchase price therefor by (i) wire transfer name of immediately available U.S. fundssuch Purchaser, (ii2) cancellation or conversion a Common Stock purchase warrant, in the form of Exhibit A, registered in the Notes name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (as defined in Section 1.4(b)) in accordance with Section 1.4(beach an "Adjustable Warrant"), (iii3) net a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms set forth therein, at an exercise price per share (subject to adjustment as provided therein) of $10.13 (each, a "Closing Warrant" and together with the Warrants Adjustable Warrants, the "Warrants"), (as defined 4) the legal opinion of Lathxx & Xatkxxx, xxtside counsel to the Company, substantially in Section 1.4(bthe form of Exhibit C, and (5) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights 3 Agreement"), and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver to the Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in accordance with Section 1.4(bUnited States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company, and (2) all documents, instruments and writings required to have been delivered at or (iv) any combination of prior to the foregoing methodsClosing Date by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Neotherapeutics Inc)
The Closing. (ai) The Closing. Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers andand the Purchasers shall, subject to severally, and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number from the Company, over the period of time described herein, the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)600,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “"Closing”") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxximmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) On the Closing Date, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange Company shall deliver to each Purchaser: (1) Debentures registered in the name of documents and signatures) at 11:00 a.m., Eastern time, such Purchaser in the aggregate principal amount of 33.33% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire, for every One Dollar ($1) of the principal amount of the Debentures acquired by it hereunder, two shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of , outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), (5) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged in writing by the Company's transfer agent (the "Transfer Agent Instructions"), (6) an executed Security Agreement, dated the date hereof, between the Company and the Purchasers, in the form of Exhibit F (the "Security Agreement"), and (7) an executed Escrow Agreement, dated as of the date hereof, between the Company, the Purchasers and the escrow agent (the "Escrow Agent") set forth therein, in the form of Exhibit H (the "Escrow Agreement"); and (B) each Purchaser will deliver to the Company: (1) 33.33% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) executed originals of this Agreement, the Registration Rights Agreement, Security Agreement and the Purchasers obligated to purchase sixty-six percent Escrow Agreement.
(66%iii) If each of the shares conditions set forth in Section 1.1(b), other than the condition in Section 1.1(b)(iii), have been either satisfied by the Company or waived by each Purchaser, then on the tenth (10th) Trading Day ( "First Additional Funding Date") after the receipt by each Purchaser of Series B Preferred Shares a compliance certificate from the Company certifying that it has satisfied all the applicable conditions in Section 1.1(b), (A) the Company will, against delivery of the amounts set forth in clause (B) in this paragraph, deliver to be issued pursuant each Purchaser, Debentures in the aggregate principal amount of 16.67% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement at the Closing (the “Closing Date”). At "First Additional Debentures") which shall be included within the Closingdefinition of Debentures, and (B) each Purchaser will deliver to the Company, 16.67% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States Dollars in immediately available funds by wire transfer to an account designated in writing by the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to for such purpose.
(iv) If each of the Purchasers against payment of conditions set forth in Section 1.1(b), have been either satisfied by the full purchase price therefor Company or waived by each Purchaser and provided that each Purchaser has received a compliance certificate from the Company certifying that it has satisfied all such applicable conditions, then on the tenth (i10th) wire transfer of immediately available U.S. funds, Trading Day (ii"Second Additional Funding Date") cancellation or conversion of after the Notes Effective Date (as defined in Section 1.4(b)) in accordance with Section 1.4(bherein), (iiiA) net exercise the Company will, against delivery of the Warrants amounts set forth in clause (as defined in Section 1.4(b)B) in accordance with Section 1.4(b) or (iv) any combination this paragraph, deliver to each Purchaser, Debentures in the aggregate principal amount of 50% of the foregoing methodspurchase price indicated below such Purchaser's name on the signature page to this Agreement (the "Second Additional Debentures") which shall be included within the definition of Debentures, and (B) each Purchaser will deliver to the Company, 50% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States Dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose. The First Additional Debentures and Second Additional Debentures are collectively referred to as ("Additional Debentures") and the First Additional Funding Date and Second Additional Funding Date are collectively referred to as ("Additional Funding Dates").
Appears in 1 contract
Samples: Secured Convertible Debenture Purchase Agreement (Digital Descriptor Systems Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number the aggregate of 5,600,000 shares of Common Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)7,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place on three dates for the closing of three traunches of shares. The first traunche of 600,000 shares shall close at the offices of Xxxxxx Xxxxxxxx LLPPaul, 000 Hastings, Janoxxxx & Xalkxx XXX ("Paul Xxxxxxxx"), 399 Xxxx Xxxxxx, Xxxxxx00xx Xxxxx, Xxxxxxxxxxxxx 00000 (Xxx Xxxx, Xxx Xxxx 00000, xxmediately following the execution hereof or remotely via such later date as the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the parties shall agree. The date of the first closing is hereinafter referred to as the "First Closing Date." The second traunche of 400,000 shares shall close on August 30, 2000 at the offices of Jaws Technologies, Inc., Suitx 000, 000-0xx Xxxxxx X.X., Xxxxxxx, Xxxxxxx, X0X 0X0. Xxe date of the second closing is hereinafter referred to as the "Second Closing Date." The third tranche of 4,600,000 shares shall close on or about November 1, 2000 at the offices of Jaws Technologies, Inc., Suitx 000, 000-0xx Xxxxxx X.X., Xxxxxxx, Xxxxxxx, X0X 0X0. Xxe date of the third closing is hereinafter referred to as the "Third Closing Date."
(ii) At the First Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing 600,000 Shares registered in the name of the Purchaser, (2) the legal opinion of Paul, Xxstings Janoxxxx & Xalkxx XXX, outside counsel to the Company and (3) the Transfer Agent Instructions, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) the Purchaser shall deliver: $3,000,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company.
(iii) On August 30, 2000, (A) the Company will, against delivery of the amounts set forth in clause (B) in this Agreement unless another dateparagraph, place or time is agreed deliver to each Purchaser, a stock certificate representing 400,000 Shares (subject to equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser, and (B) the Purchaser will deliver to the Company, $2,000,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsfor such purpose.
Appears in 1 contract
The Closing. (a) The Company agrees to issue execution and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions delivery of this AgreementAgreement and the instruments, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” certificates and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares other documents required hereunder (the “"Closing”") shall take place at the offices of Xxxxxx Xxxxxxxx LLPCrown Casino Corporation, 000 Xxxx Xxxxxx4040 Xxxxx XxxXxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000 (Xxxxx, xx 10:00 a.m. local time on May 30, 1997, or remotely via the exchange of documents at such subsequent time and signatures) at 11:00 a.m., Eastern time, on the date of this Agreement unless another date, place day or time is other location as may be mutually agreed to in writing by the Company Purchaser and the Purchasers obligated to purchase sixty-six percent (66%) Seller. The date and time of such execution and delivery is herein called the "Closing Date". On the Closing Date, against delivery of the shares of Series B Preferred Shares to be issued Purchase Price pursuant to this Agreement at Section 2 hereof, (a) certification of ownership and a copy of the Closing Company's stock register representing the Purchaser's ownership of the Shares and the CMMS Share shall be delivered by the Company, to the Purchaser, (b) the Original Note and the unpaid principal and accrued interest thereon shall be evidenced by two (2) promissory notes (the “Closing Date”"New Notes"). At , one payable to the ClosingSeller and one payable to the Purchaser, in the Company will issue amount of 51% and deliver certificates evidencing 49%, respectively, of such unpaid balance, which New Notes shall be substantially the Series B Preferred Shares same except for the principal amount, and (c) a bill xx sale and assignment conveying to be sold at the Closing Purchaser the Purchaser's interest in and to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. fundsthe Leased Equipment, the Lease Agreement and the Lease Payments, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b)Technical Assistance Agreement and the Technical Assistance Fee, and (iii) net exercise of the Warrants Royalty. The New Notes referenced in (b) above and bill xx sale and assignment referenced in (c) above shall be in substantially the form attached hereto as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsExhibits "B" and "C", respectively.
Appears in 1 contract
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)2,500,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “Closing”"CLOSING") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("XXXXXXXX XXXXXXXXX"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxximmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(ii) On the Closing Date, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange of documents and signaturesCompany shall deliver to each Purchaser (1) at 11:00 a.m., Eastern time, the Debentures in the aggregate principal amount indicated below such Purchaser's name on the date signature page to this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of EXHIBIT D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page to this Agreement unless another date(collectively, place or time is the "WARRANTS"), (3) the legal opinion of Xxxxxx & Xxxxxx L.L.P., outside counsel to the Company, in the form of EXHIBIT C, and (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), and the Transfer Agent Instructions, in the form of EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"); and (5) the consent of McKesson HBOC, Inc, in form mutually agreed by the parties and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and the Purchasers obligated to purchase sixty-six percent (66%2) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsan executed Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Horizon Pharmacies Inc)
The Closing. (ai) The Company agrees to issue and sell Subject to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of set ----------- forth in this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the purchase and sale of the Series B Preferred Shares debentures (the “"Closing”") shall take place at the offices of Robinson Silverman Pearce Aronsohn & Berman LLP ("Robinson Silvermxx") 0090 Xxxxxx Xxxxxxxx xf xxx Xxexxxxx, New Xxxx, New Yoxx 00000, xxxxxxxxely xxxxxxxxx xxx xxxxxxxxx xx xxxx Xxxxxxxxx xx xxxx xxxer date or other place as the parties may agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) 10% Secured Convertible Debentures in the form of Exhibit A --------- ("Closing Debentures") in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement for the Closing Debentures, registered in the name of such Purchaser, (2) the legal opinion of Locke Liddell & Sapp LLP, 000 Xxxx Xxxxxxoutside counsel to the Company, Xxxxxxin the form xx Xxhibit ------- B, Xxxxxxxxxxxxx 00000 (or remotely via 3) an executed Registration Rights Agreement, dated the exchange date hereof, among -- the Company and the Purchasers, in the form of documents Exhibit C (the "Registration --------- Rights Agreement"), (4) Transfer Agent Instructions, in the form of Exhibit D, ---------- delivered to and signaturesacknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), (5) at 11:00 a.m.an executed Security Agreement, Eastern timedated the date hereof, among the Company and the Purchasers, in the form of Exhibit E (the "Security --------- Agreement"), and (6) an executed Intellectual Property Security Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D --------- (the "IP Security Agreement"), and (B) each Purchaser will deliver to the Company: (1) the Closing Debentures indicated below such Purchaser's name on the date of signature page to this Agreement unless another date, place or time is agreed to in United States dollars in immediately available funds by wire transfer as designated in writing by the Company for such purpose, and the Purchasers obligated to purchase sixty-six percent (66%2) an executed original of each of the shares Registration Rights Agreement, Security Agreement, IP Security Agreement and this Agreement.
(iii) If each of Series B Preferred Shares the conditions set forth in Section 1.1(b) have been either satisfied by the Company or waived by each Purchaser, then promptly (not exceeding five days) after the Effective Date (as defined herein), (A) the Company will deliver to be issued pursuant each Purchaser, 10% Secured Convertible Debentures in the form of Exhibit A (the "Additional Debentures" and together --------- with the Closing Debentures, the "Debentures"), in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement at for Additional Debentures, registered in the Closing name of such Purchaser, and (B) each Purchaser will, against delivery of its Additional Debentures, deliver to the “Closing Date”). At Company, an amount equal to the Closing, principal amount of Additional Debentures indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company will issue and deliver certificates evidencing for such purpose. The date, if any, on which the Series B Preferred Shares to be sold at deliveries contemplated in this paragraph occurs is the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods"Additional Funding Date."
Appears in 1 contract
Samples: Secured Convertible Debenture Purchase Agreement (Demarco Energy Systems of America Inc)
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares (the “Closing”) Closing shall take place occur at the offices of Xxxxxx Xxxxxxxx LLPSmith, 000 Xxxx Anderson, Blount, Dorsett, Mxxxxxxx & Jxxxxxxx, L.L.P., 100 Xxxxxxxxxxxx Xxxxxx, XxxxxxXxxxx 0000, Xxxxxxxxxxxxx Xxxxxxx, XX 00000 (or remotely via as soon as practicable and as agreed to by the exchange of documents and signatures) at 11:00 a.m.parties hereto, Eastern time, on but not prior to the date of this Agreement unless another date, place that the conditions for Closing set forth below have been satisfied or time is agreed to in writing waived by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing appropriate party (the “Closing Date”). .
3.1 At the Closing, each Investor shall deliver to the Company in immediately available funds, the full amount of the purchase price for the number of Shares being purchased by such Investor hereunder by wire transfer to an account designated by the Company.
3.2 At the Closing, the Company shall deliver to the Investor:
(a) one or more stock certificates registered in the name of each Investor, or in such nominee name(s) as designated by the Investor in writing, representing the number of Shares set forth on such Investor’s signature page to this Agreement and bearing an appropriate legend referring to the fact that the Shares were sold in reliance upon the exemption from registration under the Securities Act, provided by Section 4(a)(2) thereof and Rule 506 thereunder. The Company will issue and deliver promptly substitute one or more replacement certificates evidencing without the Series B Preferred Shares legend at such time as the Registration Statement becomes effective. The name(s) in which the stock certificates are to be sold at registered are set forth in the Stock Certificate Questionnaire attached hereto as part of Exhibit A;
(b) a legal opinion of Company counsel, in the form of Exhibit B, executed by such counsel and delivered to the Investors;
(c) a certificate of the Secretary of the Company, dated as of the Closing to each of the Purchasers against payment of the full purchase price therefor by Date, (i) wire transfer certifying the resolutions adopted by the Board of immediately available U.S. fundsDirectors of the Company approving the transactions contemplated by this Agreement and the issuance of the Shares, (ii) cancellation or conversion certifying the current versions of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), Certificate of Incorporation and Bylaws of the Company and (iii) net exercise certifying as to the signatures and authority of persons signing this Agreement and related documents on behalf of the Warrants Company; and
(as defined in Section 1.4(b)d) in accordance with Section 1.4(b) or (iv) any combination an officers’ certificate duly executed by each of the foregoing methodsChief Executive Officer and Chief Financial Officer of the Company to the effect that the conditions of Sections 7.1(b) and (c) have been satisfied.
Appears in 1 contract
The Closing. The closing (athe "CLOSING") The Company agrees to issue and sell of the surrender of Notes by the Noteholders to the Purchasers and, subject to Company and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number issuance of the Series B Preferred D Shares, Series E Shares set forth opposite their respective names in Schedule A attached hereto under and Warrants by the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under Company to the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” Noteholders shall occur at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or remotely via the exchange of documents and signatures) at 11:00 10:00 a.m., Eastern Los Angeles time, on the date hereof, at the offices of this Agreement unless another datePaul, place Hastings, Xxxxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other time is or on such other date as shall be agreed to in writing by upon among the Company Noteholders and the Purchasers obligated Company, such hour and date being herein generally referred to purchase sixty-six percent (66%) of as the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). "CLOSING DATE." At the Closing, :
(a) Xxxxxx shall deliver to the Company will issue and the Xxxxxx Notes;
(b) Blank shall deliver to the Company the Blank Notes;
(c) Blank Trust shall deliver to the Company the Blank Trust Notes;
(d) ITC shall deliver to the Company the ITC Notes;
(e) The Company shall deliver to Xxxxxx (i) a certificate or certificates evidencing the number of Series B Preferred D Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. fundsset forth across Xxxxxx'x name on ATTACHMENT A attached hereto, (ii) cancellation a certificate or conversion certificates evidencing the number of Series E Shares set forth across Xxxxxx'x name on ATTACHMENT A attached hereto, and (iii) a Warrant to purchase the number of shares of Common Stock set forth across Xxxxxx'x name on ATTACHMENT A attached hereto, against delivery of the Xxxxxx Notes; and
(f) The Company shall deliver to each of Blank, Blank Trust and ITC
(i) a certificate or certificates evidencing the number of Series E Shares set forth across such Noteholder's name on ATTACHMENT A attached hereto, and (ii) a Warrant to purchase the number of shares of Common Stock set forth across such Noteholder's name on ATTACHMENT A attached hereto, against delivery of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsheld by such Noteholder.
Appears in 1 contract
Samples: Securities Exchange Agreement (Aegis Communications Group Inc)
The Closing. (a) 2.01 The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number consummation of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased transactions contemplated by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares this Agreement (the “"Closing”") shall take place at 609 Judge Building, 0 Xxxx Xxxxxxxx, Xxxx Xxxx Xxxx, XX 00000 on or before April 15, 2002, (the offices of Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("Closing Date") or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the date of this Agreement unless another date, such other place or date and time is as may be agreed to in writing by the Company parties hereto. The following conditions are a part of this Agreement and must be completed on the Purchasers obligated Closing Date, or such other date specified by the parties:
(a) Xxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxxx and three additional board seats to purchase sixty-six percent be filled by shareholders of FULLCIRCLE will be appointed to, and shall be the sole members of, the Board of Directors of EXCEL. Xxxxxx X. Xxxxx shall resign as a director of EXCEL.
(66%b) Xxxxxx X. Xxxxx, who is currently the sole officer, will resign as an officer of EXCEL and Xxxxx X. Xxxxxx will be appointed as President, Xxxxxx Xxxxxx as Secretary and Xxxxx X. Xxxxxx as Treasurer.
(c) EXCEL will obtain the necessary approval and amend its Articles of Incorporation to change the name of the Company to FULLCIRCLE REGISTRY, INC., or such similar name as is available in the State of Nevada.
(d) EXCEL shall affect a fifteen to one reverse split of its issued and outstanding common stock and cancel such stock as necessary as to make the total issued and outstanding 12,700,000 following the reverse split and acquisition of FULLCIRCLE.
(e) At closing, certain EXCEL shareholders will surrender 450,000 shares in exchange for 396,667 newly issued (restricted) shares of Series B Preferred Shares common stock of EXCEL.
(f) FULLCIRCLE agrees to be issued pursuant pay up to $10,000.00 in legal fees related to the preparation of this Agreement at and related documents and filings.
(g) FULLCIRCLE agrees to submit the appropriate application and fees to have the Company listed in Standard & Poors following the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsthis Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Excel Publishing Inc)
The Closing. (a) The Company agrees to issue and sell Subject to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares (the “Closing”) of the sale and purchase of Notes and Warrants under this Agreement shall take place at the offices of Xxxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxx Xxxx XX 00000 (or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, :
(a) the Company will issue and shall deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment Purchasers, a Note in the amount set forth opposite such Purchaser’s name on Exhibit A attached hereto, and a Warrant exercisable for the number of Warrant Shares set forth opposite such Purchaser’s name on Exhibit A attached hereto, registered in the full purchase price therefor name of such Purchaser;
(b) the Company shall execute and deliver the Registration Rights Agreement in the form attached hereto as Exhibit E (the “Registration Rights Agreement”);
(c) each Purchaser shall pay directly to the Company, by (i) wire transfer of immediately available U.S. funds, the Purchase Price for the Notes and Warrants being purchased; and
(iid) cancellation or conversion in the event of an Additional Closing as described in Section 2.3 below, the Company shall have delivered to the Purchaser(s) at such Additional Closing a certificate of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b)Company, (iii) net exercise executed by the Chief Executive Officer of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination Company, dated the Closing Date, and certifying to, among other things, the fulfillment of the foregoing methodsconditions specified in Sections 5.1, 5.2 and 5.3 of this Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (St Cloud Capital Partners Lp)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to Purchaser and in reliance upon the representations, warranties, covenants, terms and conditions Purchaser shall purchase 700 shares of this Agreement, including Preferred Stock (the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)7,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Robinson Silverman Xxxxxx Xxxxxxxx LLPAxxxxxxx & Xxxxan XXX ("Robixxxx Silverman"), 000 0000 Xxxxxx of thx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxx, Xxxxxxxxxxxxx 00000 (xxxxxxxxxxx xxxxowing the execution hereof or remotely via such later date as the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the parties shall agree. The date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (is hereinafter referred to as the “"Closing Date”). ."
(ii) At the Closing, the Company will issue and parties shall deliver certificates evidencing the Series B Preferred Shares or shall cause to be sold delivered the following: (A) the Company shall deliver (1) stock certificates representing the Shares, registered in the name of the Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of the Purchaser, pursuant to which the Purchaser shall have the right at any time and from time to time thereafter through the third anniversary of the Closing Date to each acquire 225,000 shares of Common Stock at an exercise price per share (subject to adjustment as provided therein) of $8.43 (the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b"Warrant"), (iii3) net exercise the legal opinion of Reinhart, Boerner, Van Deuren, Norris & Rieselbacx, X.C., outside counsel to the Warrants Company, substantially in the form of Exhibit C, and (as defined 4) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, between the Company and the Purchaser, in Section 1.4(bthe form of Exhibit B (the "Registration Rights Agreement")) , and the Irrevocable Transfer Agent Instructions, in accordance with Section 1.4(b) or the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (iv) any combination of the foregoing methods."Transfer Agent Instructions"); and
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Coyote Network Systems Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)10,000,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “"Closing”") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx Xxxxxxxx LLPxx xxx Xxxxxxxx, 000 Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxx, Xxxxxxxxxxxxx 00000 (xxmediately following the execution hereof or remotely via such later date as the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the parties shall agree. The date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (is hereinafter referred to as the “"Closing Date”). ."
(ii) At the Closing, the Company will issue and parties shall deliver certificates evidencing the Series B Preferred Shares or shall cause to be sold delivered the following: (A) the Company shall deliver to each Purchaser (1) the Debentures in the aggregate principal amount of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to each acquire shares of Common Stock upon the Purchasers against payment of terms set forth therein (collectively, the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b"Class A Warrants"), (iii3) net exercise a Common Stock purchase warrant, in the form of Exhibit E, registered in the Warrants name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms set forth therein (as defined collectively, the "Class B Warrants" and together with the Class A Warrants, the "Warrants"), (4) the legal opinion of Lathxx & Xatkxxx, xxtside counsel to the Company, substantially in Section 1.4(bthe form of Exhibit C, and (5) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), the Transfer Agent Instructions, in the form of Exhibit F, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions") and the Letter Agreement, dated the date hereof, among the Purchasers and the Company in accordance with Section 1.4(bthe form of Exhibit G (the "Letter Agreement"); and (B) each Purchaser shall deliver to the Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company, and (2) all documents, instruments and writings required to have been delivered at or (iv) any combination of prior to the foregoing methodsClosing Date by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement and Letter Agreement.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Neotherapeutics Inc)
The Closing. (a) The Company agrees to issue and sell to consummation of the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B E Preferred Shares set forth opposite their respective names in Schedule Stock and the Class A attached hereto under Common Stock hereunder shall take place as follows:
(i) Subject to Section 1D below and Section 2, the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the purchase and sale of the Series B E Preferred Shares Stock to the Purchaser (the “"Initial Closing”") shall take place at the offices of Xxxxxx Xxxxxxxx LLPXxxxxx Xxxxx, 000 Xxxx Xxxxxx Xxxxxx, XxxxxxXxxxxxx, Xxxxxxxxxxxxx XX 00000 at 10:00 a.m. three (or remotely via 3) business days after such date as the exchange of documents conditions in Section 1D and signatures) at 11:00 a.m.Section 2 below shall have been satisfied. At the Initial Closing, Eastern time, on the date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) shall deliver a stock certificate evidencing all of the shares of the Series B E Preferred Shares Stock to be issued pursuant purchased by Purchaser hereunder, registered in Purchaser's name, upon payment of the aggregate purchase price therefore, by wire transfer in immediately available funds to this Agreement an account designated by the Company to the Purchaser at least two (2) business days prior to the Initial Closing.
(ii) Subject to Section 1D below, the closing of the purchase and sale of the Class A Common Stock to the Purchaser (the "Subsequent Closing") shall take place at the Closing offices of Xxxxxx Xxxxxx Xxxxx, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 at 10:00 a.m. on such time that is the later of (a) simultaneous with the “Closing Date”)consummation of the Qualified IPO, or (b) three (3) business days after such date as the conditions in Section 1D shall have been satisfied. At the Subsequent Closing, the Company will issue and shall deliver certificates a stock certificate evidencing all of the Series B Preferred Shares shares of the Class A Common Stock to be sold at purchased by Purchaser hereunder, registered in Purchaser's name, upon the Closing to each issuance of the Purchasers against payment of CMGI Shares registered in the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsCompany's name.
Appears in 1 contract
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of 484,429 shares of Common Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)7,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxximmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange Company shall deliver to each Purchaser (1) a stock certificate representing 5/7th of documents and signatures) at 11:00 a.m., Eastern time, the number of Shares indicated below such Purchaser's name on the date signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of XxXxxxxxx, Will & Xxxxx, outside counsel to the Company, substantially in the form of Exhibit C, (5) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement"), (6) the Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions") and (7) an executed Letter Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit G (the "Letter Agreement"); and (B) each Purchaser shall deliver (1) 5/7th of the purchase price indicated below such Purchaser's name on the signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose and (2) an executed Registration Rights Agreement and Letter Agreement.
(iii) If the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes Effective Date (as defined in Section 1.4(b3.1(b)) occurs on or prior to the 90th day following the Closing Date, then on the second (2nd) Trading Day following the Effective Date, (A) the Company will, against delivery of the amounts set forth in accordance with Section 1.4(bclause (B) in this paragraph, deliver to each Purchaser, a stock certificate representing 2/7th of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement (subject to equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser, and (iiiB) net exercise each Purchaser will deliver to the Company, 2/7th of the Warrants (as defined purchase price indicated below such Purchaser's name on the signature page to this Agreement in Section 1.4(b)) United States dollars in accordance with Section 1.4(b) or (iv) any combination of immediately available funds by wire transfer to an account designated in writing by the foregoing methodsCompany for such purpose.
Appears in 1 contract
The Closing. Settlement Dates
(ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree purchase from the Company, to purchase that number of be paid and issued on settlement dates described in this Section 1.1 herein, the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)600,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “"Closing”") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern time00000, on the first funding date described in Section 1.1(a)(ii).
(ii) On the date of execution of this Agreement unless another date(the "Closing Date"), place the parties shall deliver or time is agreed shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Debentures registered in the name of such Purchaser in the aggregate principal amount of 33.33% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire, for every one Dollar ($1) of the principal amount of the Debentures acquired by it hereunder, two shares of Common Stock, upon the terms and conditions set forth therein (collectively, the "Warrants"), (3) the legal opinion of Xxxx X. Xxxxxxxxx, Esq., outside counsel to the Company, in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), (5)Transfer Agent Instructions in the form of Exhibit E delivered to and acknowledged in writing by the Company's transfer agent (the "Transfer Agent Instructions"), and (6) an executed Security Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit E (the "Security Agreement); and (B) each Purchaser will deliver to the Company: (1) 33.33% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) executed originals of this Agreement, the Purchasers obligated to purchase sixty-six percent Registration Rights Agreement and Security Agreement.
(66%iii) If each of the shares conditions set forth in Section 1.1 (b ), other than the condition in Section 1.1(b)(iii), have been either satisfied by the Company or waived by each Purchaser, then on the tenth (10th) Trading Day ( "First Additional Funding Date"), as contemplated in Section 1.1(b)(A) the Company will, against delivery of Series B Preferred Shares the amounts set forth in clause (B) in this paragraph, deliver to be issued pursuant each Purchaser, Debentures in the aggregate principal amount of 16.67% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement at the Closing (the “Closing Date”"First Additional Debentures"). At , and (B) each Purchaser will deliver to the ClosingCompany, 16.67% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States Dollars in immediately available funds by wire transfer to an account designated in writing by the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to for such purpose.
(iv) If each of the Purchasers conditions set forth in Section 1.1(b), have been either satisfied by the Company or waived by each Purchaser, then on the fifth(5th) Trading Day ("Second Additional Funding Date") after the Effective Date (as defined herein), (A) the Company will, against payment delivery of the full amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, Debentures in the aggregate principal amount of 50% of the purchase price therefor indicated below such Purchaser's name on the signature page to this Agreement (the "Second Additional Debentures"), and (B) each Purchaser will deliver to the Company, 50% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States Dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose. The First Additional Debentures and Second Additional Debentures are collectively referred to as ("Additional Debentures") and the First Additional Funding Date and Second Additional Funding Date are collectively referred to as ("Additional Funding Dates").
(b) Conditions precedent to the purchase of Additional Debentures. Notwithstanding anything to the contrary contained in this Agreement, the obligation of a Purchaser to purchase the securities described in Section 1.1(a)(iii) and (iv) above is subject to the satisfaction by the Company or waiver by each Purchaser of each of the following conditions as of each Additional Funding Date:
(i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion Accuracy of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise Company's Representations and Warranties. The representations and warranties of the Warrants (Company contained in this Agreement shall be true and correct as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods.date when made and as of each Additional Funding Date as though made on and as each Additional Funding Date (other than representations and warranties which relate to a specific date, which shall not include representations and warranties relating to the "date hereof" which representations and warranties shall be true as of such specific date);
Appears in 1 contract
Samples: Secured Convertible Debenture Purchase Agreement (Digital Descriptor Systems Inc)
The Closing. (a) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)1,000,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “Closing”"CLOSING") shall take place at the offices of Xxxxxx Xxxxxxxx LLPXxxx Xxxxxxxxx, 000 Xxxx XxxxxxEsq. ("ESCROWEE"), Xxxxxxhaving an office at 00000 Xxxxxxxxx, Xxxxxxxxxxxxx 00000 Suite 260, Irvine, CA, 92612 immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(b) Prior to the Closing Date, the parties shall deliver or remotely via shall cause to be delivered the exchange following: (A) the Company shall deliver to Escrowee for the benefit of documents and signaturesthe Purchasers (1) at 11:00 a.m., Eastern time, the Debentures in the aggregate principal amount indicated below each Purchaser's name on the date signature page to this Agreement, registered in the name of each such Purchaser, three (3) Common Stock purchase warrants for every ten (10) dollars of principal amount indicated below each Purchaser's name on the signature page of this Agreement unless another date, place each in the form of EXHIBIT D, registered in the name of the appropriate Purchasers, pursuant to which the Purchasers shall have the right at any time and from time to time thereafter through the fifth (5th) anniversary of the Closing Date to acquire an aggregate of 300,000 shares of Common Stock, at an exercise price per share (subject to adjustment as provided therein) equal to $1.90 (collectively, the "WARRANTS"), (3) the legal opinion of Xxxxx & Xxxxxx, LLP, outside counsel to the Company in the form acceptable to the parties hereto, and (4) all other documents, instruments and writings required to have been delivered at or time is agreed prior to the Closing by the Company pursuant to this Agreement, including (A) an executed Registration Rights Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), (B) an executed Escrow Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of EXHIBIT F (the "ESCROW AGREEMENT"), (E) the Irrevocable Transfer Agent Instructions, in the form of EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"), and (B) each Purchaser shall deliver to Escrowee, for delivery to the Company the purchase price for the Debentures indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and to Escrowee for delivery upon funding, all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement, Security Agreement.
(c) The Company and the Purchasers Buyers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "EFFECTIVE DATE"), provided that the trading price of the Common Stock is at least $1.75 for the ten (10) consecutive trading days immediately preceding the Effective Date, the Buyers will be obligated to purchase sixty-six percent additional debentures (66%"ADDITIONAL DEBENTURES") in the aggregate principal amount of One Million Dollars ($1,000,000) and additional warrants ("ADDITIONAL WARRANTS") to purchase an aggregate of 300,000 shares of Common Stock for an aggregate purchase price of One Million Dollars ($1,000,000), with the closing of such purchase to occur within thirty (30) days of the shares Effective Date. The terms of Series B Preferred Shares the Additional Debentures and the Additional Warrants shall be identical to the terms of the Debentures and the Warrants to be issued pursuant to this Agreement at on the Closing (Date, provided that the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes Initial Conversion Price (as defined in Section 1.4(bthe Debentures) for the Additional Debentures shall be ninety-seven hundredths of one dollar ($.97)) in accordance with Section 1.4(b), (iii) net exercise of . The Common Stock underlying the Additional Debentures and the Additional Warrants shall be Registrable Securities (as defined in Section 1.4(b)the Registration Rights Agreement) and shall be included in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods.Registration Statement to be filed pursuant to the Registration Rights Agreement
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Kanakaris Communications Inc)
The Closing. (a) The Closing (i) Subject to the terms and conditions set forth in this Agreement the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of the Series B 400 shares of Preferred Shares set forth opposite their respective names Stock ("Shares") and certain Common Stock purchase warrants as described below in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a this Section for an aggregate purchase price of $0.84 per share (“Purchase Price”)4,000,000. The closing of the purchase and sale of the Series B Preferred Shares such securities (the “"Closing”") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx Xxxxxxxx LLPxx xxx Xxxxxxxx, 000 Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxxxxmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange Company shall deliver to each Purchaser (1) a stock certificate registered in the name of documents and signatures) at 11:00 a.m.such Purchaser, Eastern time, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the date signature page to this Agreement by 10,000, (2) a Common Stock purchase warrant, in the form of Exhibit C-1, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "Closing Warrants"), (3) a Common Stock purchase warrant, in the form of Exhibit C-2, registered in the name of such Purchaser, pursuant to which, such Purchaser shall have the right to acquire shares of Common Stock pursuant to the terms thereof (collectively, the "Vesting Warrants", and together with the Closing Warrants, the "Warrants"),(3) the legal opinion of Higham, McConnell& Dunnxxx XXX, outside counsel to the Company in the form of Exhibit D, (4) an executed copy of this Agreement unless another dateand an executed Registration Rights Agreement, place or time is agreed dated as of the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and the Purchasers obligated to purchase sixty-six percent (66%2) an executed copy of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsRegistration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (E Digital Corp)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of 391,917 shares of Common Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)4,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxx, Xxxxxxxxxxxxx 00000 (immediately following the execution hereof or remotely via such later date as the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the parties shall agree. The date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (is hereinafter referred to as the “"Closing Date”). ."
(ii) At the Closing, the Company will issue and parties shall deliver certificates evidencing the Series B Preferred Shares or shall cause to be sold delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing 62.50% of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of Finnegan, Hickey, Xxxxxxxx & Xxxxxxx, P.C., outside counsel to the Company, substantially in the form of Exhibit C, (5) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement"), (6) the Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), (7) an executed Escrow Agreement in the form of Exhibit F (the "Escrow Agreement") of even date hereof, among the Company, Cardinal Securities, LLC and The Bank of New York (the "Escrow Agent") and (8) an executed Letter Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit G (the "Letter Agreement"); and (B) each Purchaser shall deliver to the Escrow Agent for delivery in accordance with the Escrow Agreement): (1) 62.50% of the Purchasers against payment of the full purchase price therefor indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by (i) wire transfer of immediately available U.S. fundsas designated in the Escrow Agreement for such purpose, and (ii2) cancellation or conversion of an executed Registration Rights Agreement and Letter Agreement.
(iii) On the Notes second (2nd) Trading Day following the date that the Underlying Shares Registration Statement (as defined herein) is declared effective by the Commission (as defined herein), (A) the Company will, against delivery of the amounts set forth in Section 1.4(bclause (B) in this paragraph, deliver to each Purchaser, a stock certificate representing 37.50% of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement (subject to equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser, and (B) each Purchaser will deliver to the Escrow Agent, for delivery in accordance with Section 1.4(b)the Escrow Agreement, (iii) net exercise 37.50% of the Warrants (as defined purchase price indicated below such Purchaser's name on the signature page to this Agreement in Section 1.4(b)) United States dollars in accordance with Section 1.4(b) or (iv) any combination of immediately available funds by wire transfer to an account designated for such purpose, pursuant to the foregoing methodsEscrow Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Viisage Technology Inc)
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares transactions contemplated by this Agreement (the “Closing”) shall take place be held at the offices of Xxxxxx & Xxxxxx L.L.P., 3700 Xxxxxxxx LLPXxxx Center, 000 0000 Xxxx Xxxxxx, XxxxxxDallas, Xxxxxxxxxxxxx 00000 (or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern timeTexas 75201, on the date of this Agreement unless another date, place hereof or time is agreed to in writing by such other date and location as the Company and the Purchasers obligated to purchase sixty-six percent Shareholders may mutually agree (66%) the date of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (such Closing, the “Closing Date”); provided that the transactions contemplated under Sections 2(a), (b), (c) and (e) hereof shall be deemed to have occurred immediately prior to the transactions contemplated under Section 2(d) hereof; provided, further, that the transactions contemplated under Sections 2(a), (b), (c) and (e) hereof shall in no event occur unless and until the full satisfaction of the transactions contemplated under Section 2(d). At the Closing:
(a) each Preferred Holder will deliver to the Company the certificates representing all of the Preferred Stock held by such Preferred Holder, free and clear of any lien, pledge or security interest, except for those imposed pursuant to the Credit Agreement, dated as of August 25, 2003, by and among the Company and the several banks and other lenders parties thereto (the “Credit Agreement”), together with separate stock powers duly endorsed in blank, and any other documents that in the reasonable judgment of the Company are necessary to the Company’s good and valid title to the Preferred Stock held by the Preferred Holder;
(b) each Warrant Holder (other than Northwestern) will deliver to the Company the certificates representing all of the Warrants held by each such Warrant Holder, free and clear of any lien, pledge or security interest, except for those imposed pursuant to the Credit Agreement, and any other documents that in the reasonable judgment of the Company are necessary to the Company’s good and valid title to the Warrant held by such Warrant Holder;
(c) each of Austin Ventures III-A, L.P. and Austin Ventures III-B, L.P. will deliver to the Company the certificates representing all of the Class A Common Stock held by it, free and clear of any lien, pledge or security interest, except for those imposed pursuant to the Credit Agreement, and any other documents that in the reasonable judgment of the Company are necessary to the Company’s good and valid title to such shares of Class A Common Stock;
(d) the Company will issue and deliver certificates evidencing the shares of Class A Common Stock or New Series B A Preferred Shares to be sold at the Closing to each Preferred Holder (other than Windward LLC and Windward LP) and Warrant Holder (other than Northwestern) such that, immediately after the Closing, such Preferred Holder or Warrant Holder holds the number of shares of Class A Common Stock or New Series A Preferred in the Purchasers against payment of amount set forth opposite each Shareholder’s name on Exhibit E;
(e) the full purchase price therefor by Company shall (i) issue to (a) Windward LLC the Windward LLC Common Shares and (b) Windward LP the Windward LP Common Shares and (ii) pay to (a) Windward LLC the Windward LLC Cash Amount and (b) Windward LP the Windward LP Cash Amount, in each case, by wire transfer of immediately available U.S. fundsfunds pursuant to wire transfer instructions delivered to the Company;
(f) each of Windward LP and Windward LLC will sell, (ii) cancellation or conversion of assign, transfer and convey the Notes (as defined in Section 1.4(b)) Windward LP Common Shares and the Windward LLC Common Shares, respectively, to NY Life and PPM in accordance with Section 1.4(b), (iii) net exercise the terms of the Warrants Stock Purchase Agreement;
(as defined in Section 1.4(b)g) in accordance with Section 1.4(beach party will execute and deliver the Recapitalization Documents (other than this Agreement) or to which such party is a signatory; and
(ivh) the parties will undertake any combination of actions and deliver any documents necessary to effect the foregoing methodstransactions contemplated by the Recapitalization Documents and the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Recapitalization Agreement (Monitronics International Inc)
The Closing. (a) The Closing (i) Subject to the terms and conditions set forth in ----------- this Agreement the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of the Series B 350 shares of Preferred Shares set forth opposite their respective names Stock ("Shares") and certain Common Stock purchase warrants as ------ described below in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a this Section for an aggregate purchase price of $0.84 per share (“Purchase Price”)3,220,000. The closing of the purchase and sale of the Series B Preferred Shares such securities (the “"Closing”") shall ------- take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, ------------------- immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing ------- Date." ----
(ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver (1) to each Purchaser (i) an executed Escrow Agreement, in the form of Exhibit C (the "Escrow Agreement"), --------- ---------------- (ii) a stock certificate registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the aggregate stated value indicated below such Purchaser's name on the signature page to this Agreement by 10,000, (iii) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such --------- Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page to this Agreement (each, a "Warrant" and, collectively, the "Warrants"), and (iv) the legal ------- -------- opinion of Xxxxxx & Dodge LLP, 000 Xxxx Xxxxxxoutside counsel to the Company in mutually agreed form, Xxxxxxand (2) to the Escrow Agent under the Escrow Agreement, Xxxxxxxxxxxxx 00000 (or remotely via i) an Executed Escrow Agreement, and (ii) to hold and disburse in accordance with the exchange terms of documents the Escrow Agreement, stock certificates representing 2,142,395 shares of Common Stock for issuance to the Purchasers upon conversion of the Shares; and signatures(B) at 11:00 a.m., Eastern time, each Purchaser shall deliver to the Company (i) the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsa executed Escrow Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Dataware Technologies Inc)
The Closing. (a) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)4,000,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “Closing”"CLOSING") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP ("XXXXXXXX XXXXXXXXX"), 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(b) Prior to the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to Xxxxxxxx Xxxxxxxxx for the benefit of the Purchasers in accordance with the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchasers and Xxxxxxxx Xxxxxxxxx in the form of EXHIBIT F (the "XXXXXXXX XXXXXXXXX ESCROW AGREEMENT"), (1) the Debentures in the aggregate principal amount indicated below each Purchaser's name on the signature page to this Agreement, registered in the name of each such Purchaser, (2) two Common Stock purchase warrants, each in the form of EXHIBIT D, registered in the name of the appropriate Purchasers, pursuant to which the Purchasers shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire an aggregate of 60,000 shares of Common Stock, at an exercise price per share (subject to adjustment as provided therein) equal to 120% of the average of the Per Share Market Values for the five (5) days immediately preceding the Closing Date (collectively, the "WARRANTS"), (3) the legal opinion of Xxxxx & Xxxxxx, LLP, 000 Xxxx Xxxxxxoutside counsel to the Company (the "ESCROW AGENT"), Xxxxxxin the form of EXHIBIT C, Xxxxxxxxxxxxx 00000 and (4) all other documents, instruments and writings required to have been delivered at or remotely via prior to the exchange of documents and signaturesClosing by the Company pursuant to this Agreement, including (A) at 11:00 a.m.an executed Registration Rights Agreement, Eastern time, on dated the date of this Agreement unless another datehereof, place or time is agreed to in writing by and among the Company and the Purchasers obligated to purchase sixty-six percent (66%) Purchasers, in the form of the shares of Series EXHIBIT B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b"REGISTRATION RIGHTS AGREEMENT"), (iiiB) net exercise an executed Security Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods.EXHIBIT
Appears in 1 contract
Samples: Secured Convertible Debenture Purchase Agreement (Premier Laser Systems Inc)
The Closing. (a) The Company agrees to issue and sell Subject to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, (the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing "Closing") of the sale and purchase of the Series B Preferred Shares (the “Closing”) Note and Warrant shall take place at the offices of Xxxxxxx Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxx Xxxx XX 00000 (or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “"Closing Date”"). At the Closing:
(a) the Company shall deliver to the Purchaser a Certificate of the Secretary of the Company attesting as to resolutions of the Board of Directors of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby;
(b) the Company shall deliver to the Purchaser, the Company will issue Note in the principal amount of $250,000 and deliver certificates evidencing the Series B Preferred Shares Warrant exercisable for 37,500,000 shares of Common Stock;
(c) the Purchaser shall pay directly to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor Company, by (i) wire transfer of immediately available U.S. funds, the Purchase Price for the Note and Warrant being purchased by the Purchaser hereunder;
(iid) cancellation or conversion the Company shall execute and deliver that certain Security Agreement in the form attached as EXHIBIT C hereto (the "Security Agreement") entered into by the Company in favor of Xxxxxx Asset Partners, LLC, as agent for the Notes Purchaser; and
(e) The Company shall execute and deliver that certain Intercreditor Agreement in the form attached as defined EXHIBIT D hereto (the "Intercreditor Agreement") by and among the Company, Cheshire Associates, LLC and Cornell Capital Partners, L.P. in Section 1.4(b)) in accordance with Section 1.4(b)favor of Xxxxxx Asset Partners, (iii) net exercise of LLC, as agent for the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsPurchaser.
Appears in 1 contract
The Closing. (a) The THE CLOSING (i) Subject to the terms and conditions set forth in this Agreement the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree purchase an aggregate of up to 15,000 shares of Preferred Stock ("SHARES") and certain Common Stock purchase that number of the Series B Preferred Shares set forth opposite their respective names warrants as described below in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a this Section for an aggregate purchase price of up to $0.84 per share (“Purchase Price”)1,500,000. The closing of the purchase and sale of the Series B Preferred Shares such securities (the “Closing”"CLOSING") shall take place at the offices of Xxxxxx Xxxxxxxx LLPHigham, 000 Xxxx XxxxxxXxXxxxxxx & Xxxxxxx LLP ("HM&D"), Xxxxxx15, Xxxxxxxxxxxxx 00000 Enterprise, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxxxx 00000, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(ii) At the Closing, the parties shall deliver or remotely via shall cause to be delivered the exchange following: (A) the Company shall deliver to each Purchaser (1) a stock certificate registered in the name of documents and signatures) at 11:00 a.m.such Purchaser, Eastern time, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the date signature page to this Agreement by 100, (2) a Common Stock purchase warrant, in the form of EXHIBIT C-1, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "SERIES A WARRANTS"), (3) a Common Stock purchase warrant, in the form of EXHIBIT C-2, registered in the name of such Purchaser, pursuant to which, such Purchaser shall have the right to acquire shares of Common Stock pursuant to the terms thereof (collectively, the "SERIES B WARRANTS", and together with the Series A Warrants, the "WARRANTS"), (3) an executed copy of this Agreement unless another dateand an executed Registration Rights Agreement, place or time is agreed dated as of the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT") and (4) Transfer Agent Instructions, in the form of EXHIBIT E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company and for such purpose or, with the Purchasers obligated to purchase sixty-six percent (66%) consent of the shares Company, through conversion of Series B Preferred Shares to be issued pursuant to outstanding indebtedness, and (2) an executed copy of this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsRegistration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (E Digital Corp)
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). 2.1 The closing of the sale and issuance of the Series B Preferred Shares Units to the Purchaser (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern time, occur on the date when the Purchaser delivers to the (i) the Company, (a) this Agreement, and (b) the Purchaser's Subscription Application (collectively, the "Subscription Documents") executed by Purchaser; and (ii) the Company, a wire transfer of this Agreement unless another date, place funds or time is agreed to check in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) amount of the shares Purchase Price, which shall be made contemporaneously with the execution and delivery of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing Subscription Documents in accordance with the following instructions: WIRE TRANSFER XXXXX FARGO, N.A PHOENIX BUSINESS BANKING XX XXX 0000 XXXXXXXX, XX 00000 PHONE NUMBER: 000-000-0000 ABA NUMBER: 000000000 ACCT. NUMBER: 7272050399 SWIFT CODE: XXXXXX0X XXXXXXXXXXX: SPINDLE, INC. CHECK PAYABLE TO SPINDLE, INC. 0000 X XXXXX XXXXXX XXXXX, SUITE 260 SCOTTSDALE, AZ 85255
2.2 Within five (the “Closing Date”). At 5) business days of the Closing, the Company will shall (a) instruct its transfer agent to issue and deliver certificates evidencing to the Series B Preferred Purchaser a certificate representing the Shares and (b) issue a Warrant to purchase such number of Warrant Shares as shall be sold at equal to the Closing to each number of Shares underlying the Purchasers Units purchased, against payment receipt by the Company of the full purchase price therefor by (i) a certified bank check or wire transfer in an aggregate amount equal to the Purchase Price for the number of immediately available U.S. fundsUnits set forth on the Purchaser’s signature page hereto. The Subscription Documents, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance together with Section 1.4(b), (iii) net exercise of the Warrants (shall be collectively referred to as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods“Transaction Documents”.
Appears in 1 contract
The Closing. (a) The Company agrees Subject to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.11.2(d) hereof, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the purchase and sale of the Series B Shares and the Preferred Shares hereunder (the “"Closing”") shall take place at the offices of Xxxxxx Xxxxxxxx LLPXxxxxxxxxxx & Price, L.L.P., 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (Xxxxx at 10 a.m. Dallas, Texas time, or remotely via such other place as Purchaser and the exchange of documents and signatures) at 11:00 a.m., Eastern timeShareholders may agree, on the date earlier of this Agreement unless another (i) June 30, 1998, (ii) the Effective Time, as defined in the Merger Agreement, (iii) subject to Purchaser's election in subparagraph (d) below, consummation of a transaction pursuant to a Superior Proposal (as defined in the Merger Agreement) and (iv) such other date, place or time is agreed if any, as Purchaser may specify to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued Shareholder Representative, appointed pursuant to this Agreement Section 7.12, upon at the Closing least five business day's prior written notice (the “earlier of such dates being referred to as the "Closing Date”"). .
(b) At the Closing, the Company will issue Shareholders shall deliver to Purchaser certificates representing all of the Shares and deliver certificates evidencing Preferred Shares, accompanied by stock powers duly executed in blank for transfer by the Series B record holders thereof, together with such other documents and instruments, if any, as may be necessary to permit Purchaser to acquire the Shares and Preferred Shares free and clear of any and all claims, liens, pledges, charges, encumbrances, security interests, options, trusts, commitments and voting or other restrictions of any kind whatsoever adverse to Purchaser (collectively, "Encumbrances"), except for those obligations created by this Agreement.
(c) At the Closing, Purchaser shall pay (i) to each Shareholder by wire transfer in immediately available funds to an account or accounts designated by the Shareholder by written notice to Purchaser (A) an aggregate amount for the Shares being purchased from such Shareholder equal to the product of (x) the Purchase Price per Share minus the Contingent Amount per Share multiplied by (y) the number of Shares to be sold at purchased from such Shareholder pursuant to this Agreement, (B) an aggregate amount for the Closing Series D Preferred Stock equal to each the product of the Purchasers against payment of the full purchase price therefor (x) $100 per share multiplied by (iy) wire transfer the number of immediately available U.S. funds, shares of Series D Preferred Common Stock to be purchased from such Shareholder pursuant to this Agreement and (C) an aggregate amount for the Series E Preferred Stock equal to the product of (x) $4,000 per share multiplied by (y) the number of shares of Series E Preferred Common Stock to be purchased from such Shareholder pursuant to this Agreement and (ii) cancellation to the Escrow Agent an aggregate amount for the Shares being purchased from such Shareholder equal to the product of (A) the Contingent Amount per Share multiplied by (B) the number of Shares to be purchased from such Shareholder pursuant to this Agreement.
(d) The Purchaser and the Shareholders will use their best effort to consummate the Closing on or conversion of before June 30, 1998; provided, however, notwithstanding anything to the Notes contrary in this Agreement, if the Closing Date has not occurred on or before June 30, 1998, because the Company is pursuing a Superior Proposal (as defined in the Merger Agreement) pursuant to advice from Holland & Knight LLP, counsel to the Company, that it is obligated to pursue such Superior Proposal, the Closing Date shall be delayed until the final termination or consummation of a transaction pursuant to a Superior Proposal. If the Company enters into a binding agreement providing for a transaction pursuant to a Superior Proposal, then the Purchaser shall have the right to purchase the Shares and the Preferred Shares from the Shareholders pursuant to this Agreement and participate in such transaction on the same basis as any other stockholder. In the event the Purchaser so elects to purchase Shares and Preferred Shares under this Agreement in connection with a transaction consummated pursuant to a Superior Proposal, the provisions of Section 1.4(b)1.1(c) in accordance relating to the escrow and the provisions of Sections 1.3 and 1.4 will not apply and the total Purchase Price per Share due to the Shareholders and the purchase price per each Preferred Share due to the Shareholders shall be due and payable by the Purchaser contemporaneously with Section 1.4(b), (iii) net exercise the consummation of the Warrants (as defined sale by the Purchaser in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination such transaction and receipt of the foregoing methodsproceeds for such sale. Notwithstanding anything contained in the preceding sentences of this Section 1.2(d) to the contrary, if the Company enters into a binding agreement providing for a transaction pursuant to a Superior Proposal, Codinvest Ltd. shall not be obligated to sell its Shares to Purchaser pursuant to this Agreement and shall be free to participate in the sale pursuant to the Superior Proposal.
Appears in 1 contract
The Closing. (a) The Closing.
(i) Subject to the terms and conditions set forth ----------- in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of 2,083,333 shares of Common Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of ------ $0.84 per share (“Purchase Price”)9,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") ------- shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 000 Xxxx Xxxxxx1290 Avenue of the Americas, XxxxxxNew York, Xxxxxxxxxxxxx 00000 (New York ------------------ 10104, immediately following the execution hereof or remotely via such later date as the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the parties shall agree. The date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (is hereinafter referred to as the “"Closing Date”). ." ------------
(ii) At the Closing, the Company will issue and parties shall deliver certificates evidencing the Series B Preferred Shares or shall cause to be sold delivered the following: (A) the Company shall deliver to each Purchaser (1) the number of Shares indicated below each Purchaser's name on the signature page of this Agreement, registered in the name of each such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such --------- Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) two Common Stock purchase warrants, in the ------------------ forms of Exhibit B-1 and Exhibit B-2, respectively, registered in the name of ----------- ----------- such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein (collectively, the "Closing Warrants" and together with the ---------------- Adjustable Warrants, the "Warrants"), (4) the legal opinion of Xxxxxx & -------- Xxxxxxxxx, outside counsel to the Company, substantially in the form of Exhibit ------- C, and (5) all other documents, instruments and writings required to be - delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the --------- "Registration Rights Agreement"), and an escrow agreement among the Company, ----------------------------- Cardinal Securities, LLC and The Bank of New York (the "Escrow Agent"), dated ------------ the date hereof (the "Escrow Agreement") in the form of Exhibit E; and (B) each of ---------------- --------- Purchaser shall deliver (1) to the Escrow Agent, for delivery in accordance with the Escrow Agreement, the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated for such purpose, pursuant to the Escrow Agreement, and (2) to the Company, all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement.
(iii) On the second (2/nd/) Trading Day following the date that Company notifies the Purchasers against payment of that the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes Underlying Shares Registration Statement (as defined herein) is first declared effective by the Commission (as defined herein), (A) the Company will, against delivery of the amounts set forth in Section 1.4(b)clause (B) in this paragraph, deliver to the Purchasers, the number of Shares indicated below each Purchaser's name on the signature page of this Agreement, registered in the name of each such Purchaser, and (B) each Purchaser will deliver to the Escrow Agent, for delivery in accordance with Section 1.4(b)the Escrow Agreement, (iii) net exercise of the Warrants (as defined purchase price indicated below such Purchaser's name on the signature page to this Agreement in Section 1.4(b)) United States dollars in accordance with Section 1.4(b) or (iv) any combination of immediately available funds by wire transfer to an account designated for such purpose, pursuant to the foregoing methods.Escrow Agreement
Appears in 1 contract
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number 600 shares of Preferred Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)6,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Robinson Silverman Pearce Aronsohn & Berman LLP ("Robinson Silverman"), 0000 Xxxxxx Xxxxxxxx xx xxx Xxexxxxx, Xew Xxxx, New Yorx 00000, xxxxxxxxxly fxxxxxxxx xxx xxxxxxxxx xxxxxx xx xxxx xxxxx xxxx xx xhe parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) On the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) stock certificates, registered in the name of such Purchaser, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 10,000, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire shares of Common Stock (collectively, the "Warrants"), (3) the legal opinion of Lehman & Eilen LLP, 000 Xxxx Xxxxxxcounsel to the Company in the form of Exhibit C, Xxxxxxxxx (4) all other documents, Xxxxxxxxxxxxx 00000 instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (or remotely via the exchange "Registration Rights Agreement") the Irrevocable Transfer Agent Instructions, in the form of documents Exhibit E, delivered to and signaturesacknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) at 11:00 a.m., Eastern time, each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued Closing Date by such Purchaser pursuant to this Agreement at the Closing (the “Closing Date”). At the ClosingAgreement, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. fundsincluding, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b)without limitation, (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsan executed Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (New Frontier Media Inc /Co/)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of 500 shares of Preferred Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)5,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx Xxxxxxxx LLPxx xxx Xxxxxxxx, 000 Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxxxxmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange Company shall deliver to each Purchaser (1) stock certificates, registered in the name of documents and signatures) at 11:00 a.m.such Purchaser, Eastern time, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another dateby 10,000, place or time is agreed (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "Warrants"), (3) the legal opinion of Parr Xxxdxxxx Xxxwx Xxx & Xovexxxx, xxtside counsel to the Company in the form of Exhibit C, and (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement") and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and the Purchasers obligated to purchase sixty-six percent (66%2) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsan executed Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Daw Technologies Inc /Ut)
The Closing. (a) The THE CLOSING (i) Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree purchase an aggregate of up to 60,000 shares of Preferred Stock ("SHARES") and certain Common Stock purchase that number of the Series B Preferred Shares set forth opposite their respective names warrants as described below in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a this Section for an aggregate purchase price of up to $0.84 per share (“Purchase Price”)6,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “Closing”) such securities shall take place at one or more closings (collectively, the "CLOSING") at the offices of Xxxxxx Xxxxxxxx LLPEllenoff Grossman & Schole LLP ("EG&S"), 000 370 Lexington Avenue, New York, New Xxxx Xxxxxx00017, Xxxxxximmediately followinx xxx xxxxxxxxx xxxxxx xx xxxx xxxxx xxxx xx xates as the parties shall agree. The date of each Closing is hereinafter referred to as a "CLOSING DATE."
(ii) At each Closing, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange Company shall deliver to each Purchaser (1) a stock certificate registered in the name of documents and signatures) at 11:00 a.m.such Purchaser, Eastern time, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the date signature page to this Agreement ("PURCHASE PRICE") by 100, (2) a Common Stock purchase warrant, in the form of EXHIBIT C, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "WARRANTS"), (3) an executed copy of this Agreement unless another dateand an executed Registration Rights Agreement, place or time is agreed dated as of the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), (4) Transfer Agent Instructions, in the form of EXHIBIT E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"), (5) a legal opinion of EG&S, in the form of EXHIBIT F attached hereto, (6) a certified copy of the certificate of incorporation of the Company, as certified by the Secretary of State of Delaware, and (7) copies of the executed Lock-Up Agreements, in the form of EXHIBIT G (the "LOCK-UP AGREEMENTS"), as more fully described in this Agreement; and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and the Purchasers obligated to purchase sixty-six percent (66%2) an executed copy of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsRegistration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock and Common Stock Warrant Purchase Agreement (Syscan Imaging Inc)
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject Subject to and in reliance upon the representationsrepresentation, warranties, covenants, terms and conditions of this Agreementcontained herein, including the closing conditions set forth in Section 2.1Company agrees to issue (i) and sell to the Purchasers, and the Purchasers, severally but and not jointly, agree to purchase that number the principal amounts of the Series B Preferred Shares Notes set forth opposite their respective names in Schedule A attached hereto each Purchaser’s name under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion Principal Amount of Notes” on the Schedule of Purchasers set forth in Schedule I, hereto and under the heading “No. a Warrant for that number of Series B Preferred Warrant Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing as determined according to Schedule 2 of the Warrants and (ii) the Accelerator Warrant to purchase up to an aggregate of 225,000 shares of Common Stock to Accelerator. Such purchase and sale of the Series B Preferred Shares shall take place on April 19, 2007 (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxxxx Xxxxxxx Procter LLP, 000 Xxxx 00 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxxxxxxxxxxxx, 00000 (or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the date of this Agreement unless another such other date, time or place or time is as may be mutually agreed to in writing by the Company and the Purchasers obligated to upon. The aggregate purchase sixty-six percent (66%) of the shares of Series B Preferred Shares price to be issued pursuant to this Agreement paid at the Closing (by each Purchaser, severally and not jointly, for each Purchaser’s respective Note as set forth on Schedule I shall be the dollar amount set forth on Schedule I under the heading “Closing DatePrincipal Amount of Notes”). At the Closing, and the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers such Notes against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (set forth opposite each Purchaser’s name set forth in Schedule I and a Warrant for that number of Warrant Shares as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise determined according to Schedule 2 of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) hereto by wire transfer, bank check, certified check or (iv) any combination of the foregoing methodssuch methods and payments.
Appears in 1 contract
Samples: Convertible Promissory Note and Warrant Purchase Agreement (Poniard Pharmaceuticals, Inc.)
The Closing. (a) The Closing (i) Subject to the terms and conditions set forth in this Agreement the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree purchase an aggregate of up to 20,000 shares of Preferred Stock ("SHARES") and certain Common Stock purchase that number of the Series B Preferred Shares set forth opposite their respective names warrants as described below in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a this Section for an aggregate purchase price of up to $0.84 per share (“Purchase Price”)2,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “Closing”) such securities shall take place at one or more closings (collectively, the "CLOSING") at the offices of Xxxxxx Xxxxxxxx LLPHigham, 000 Xxxx XxxxxxMcConnell & Dunning LLP ("HM&D"), Xxxxxx15, Xxxxxxxxxxxxx 00000 Enterprise, Suite 360, Axxxx Xxxjo, Xxxxxxxnia 92656, immediately following txx xxxxxxxxx xxxxxx xx xxxx xxxxx xxxx xx the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(ii) At the Closing, the parties shall deliver or remotely via shall cause to be delivered the exchange following: (A) the Company shall deliver to each Purchaser (1) a stock certificate registered in the name of documents and signatures) at 11:00 a.m.such Purchaser, Eastern time, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the date signature page to this Agreement by 100, (2) a Common Stock purchase warrant, in the form of Exhibit C, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "WARRANTS"), (3) an executed copy of this Agreement unless another dateand an executed Registration Rights Agreement, place or time is agreed dated as of the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "REGISTRATION RIGHTS AGREEMENT") and (4) Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company and for such purpose or, with the Purchasers obligated to purchase sixty-six percent (66%) consent of the shares Company, through conversion of Series B Preferred Shares to be issued pursuant to outstanding indebtedness, and (2) an executed copy of this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsRegistration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (E Digital Corp)
The Closing. (a) The Company agrees to issue and sell Subject to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares (the “Closing”) of the sale and purchase of the Note and Warrant shall take place at the offices of Xxxxxx Xxxxxxxx Lxxxxxx Kxxxxx LLP, 000 Xxxx 600 Xxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx Xxx Xxxx XX 00000 (or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing:
(a) the Company shall deliver to the Purchaser a Certificate of the Secretary of the Company attesting as to resolutions of the Board of Directors of the Company, authorizing and approving all matters in connection with this Agreement and the transactions contemplated hereby;
(b) the Company shall deliver to the Purchaser, the Company will issue Note in the principal amount of $250,000 and deliver certificates evidencing the Series B Preferred Shares Warrant exercisable for 37,500,000 shares of Common Stock;
(c) the Purchaser shall pay directly to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor Company, by (i) wire transfer of immediately available U.S. funds, the Purchase Price for the Note and Warrant being purchased by the Purchaser hereunder;
(iid) cancellation or conversion The Company shall execute and deliver that certain Security Agreement in the form attached as Exhibit C hereto (the “Security Agreement”) entered into by the Company in favor of Hxxxxx Asset Partners, LLC, as agent for the Notes Purchaser; and
(e) The Company shall execute and deliver that certain Intercreditor Agreement in the form attached as defined Exhibit D hereto (the “Intercreditor Agreement”) by and among the Company, Cheshire Associates, LLC and Cornell Capital Partners, L.P. in Section 1.4(b)) in accordance with Section 1.4(b)favor of Hxxxxx Asset Partners, (iii) net exercise of LLC, as agent for the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsPurchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Immune Response Corp)
The Closing. (a) The THE CLOSING (i) Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree purchase an aggregate of up to 30,000 shares of Preferred Stock ("SHARES") and certain Common Stock purchase that number of the Series B Preferred Shares set forth opposite their respective names warrants as described below in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a this Section for an aggregate purchase price of up to $0.84 per share (“Purchase Price”)3,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “Closing”) such securities shall take place at one or more closings (collectively, the "CLOSING") at the offices of Xxxxxx Xxxxxxxx LLPXxxxxxxxxx & Xxxxx LLP ("R&P"), The Chrysler Building, 000 Xxxx Xxxxxxxxx Xxxxxx, XxxxxxXxx Xxxx, Xxxxxxxxxxxxx 00000 Xxx Xxxx 00000, immediately following the execution hereof or such later date or dates as the parties shall agree. The date of each Closing is hereinafter referred to as a "CLOSING DATE."
(ii) At each Closing, the parties shall deliver or remotely via shall cause to be delivered the exchange following: (A) the Company shall deliver to each Purchaser (1) a stock certificate registered in the name of documents and signatures) at 11:00 a.m.such Purchaser, Eastern time, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the date signature page to this Agreement ("PURCHASE PRICE") by 100, (2) a Common Stock purchase warrant, in the form of EXHIBIT C, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser's name on the signature page to this Agreement (collectively, the "WARRANTS"), (3) an executed copy of this Agreement unless another dateand an executed Registration Rights Agreement, place or time is agreed dated as of the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), (4) Transfer Agent Instructions, in the form of EXHIBIT D, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"), (5) a legal opinion of R&P, in the form of EXHIBIT E attached hereto, (6) a certified copy of the certificate of incorporation of the Company, as certified by the Secretary of State of Delaware, and (7) copies of the executed Lock-Up Agreements, in the form of EXHIBIT F (the "LOCK-UP AGREEMENTS"), as more fully described in this Agreement; and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed copy of this Agreement and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsRegistration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock and Common Stock Warrant Purchase Agreement (Sysview Technology, Inc.)
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares (the “Closing”) shall take place of the Exchange will occur at the offices of Xxxxxx Xxxxxxxx New Borun’s U.S. securities counsel, K&L Gates LLP, located at 000 Xxxx XxxxxxXxxxx Xxxxxxxx Xxxxxxxxx, XxxxxxXxxxx 0000, Xxxxxxxxxxxxx 00000 (or remotely via the exchange of documents and signatures) at 11:00 a.m.Xxxxx, Eastern time, Xxxxxxx 00000-0000 on the such date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) that all of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing conditions set forth in Articles VI and VII have been satisfied or waived (the “Closing Date”). At The Closing may be undertaken remotely by delivery of facsimile/email and/or pdf signatures and documents.
(b) On the ClosingClosing Date, the Company will issue Stockholders shall assign and deliver certificates evidencing transfer, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, 100% of the Series B Preferred China High Preference Shares to be sold at Golden Direction in exchange for the Closing to each issuance by New Borun of the Purchasers against payment of the full purchase price therefor by following:
(i) wire transfer Three Thousand Seven Hundred Eleven and 952/1000 (3,711.952) newly-issued shares of immediately available U.S. fundsClass A convertible New Borun Preference Shares to Star Elite, which shall be automatically convertible into Three Million Seven Hundred Eleven Thousand Nine Hundred Fifty-Two (3,711,952) newly-issued New Borun Ordinary Shares pursuant to the terms and conditions set forth in that certain Shareholders Agreement, of even date with this Agreement, by and among the Stockholders and New Borun in the form of Exhibit A attached hereto (the “Shareholders Agreement”), which such Shareholders Agreement shall contain rights substantially similar to those rights held by each Stockholder in China High as of the date of the execution of such Shareholders Agreement;
(ii) cancellation or conversion of One Thousand Sixty-Five and 330/1000 (1,065.330) newly-issued Class B convertible New Borun Preference Shares to Earnstar, which shall be automatically convertible into One Million Sixty-Five Thousand Three Hundred Thirty (1,065,330) newly-issued New Borun Ordinary Shares pursuant to the Notes (as defined terms and conditions set forth in Section 1.4(b)) in accordance with Section 1.4(b), the Shareholders Agreement; and
(iii) net exercise Three Hundred Seventy-Four and 907/1000 (374.907) newly issued Class C convertible New Borun Preference Shares to TDR, which shall be automatically convertible into Three Hundred Seventy-Four Thousand Nine Hundred Seven (374,907) newly-issued New Borun Ordinary Shares pursuant to the terms and conditions set forth in the Shareholders Agreement.
(c) On the Closing Date, New Borun shall adopt by special resolution an amended and restated New Borun Charter memorializing the preference rights of each Stockholder as set forth in the Shareholders Agreement and file such special resolution, together with the amended and restated New Borun Charter with the Registrar of Companies in the Cayman Islands not later than five (5) business days following the Closing Date.
(d) As a result of the Warrants Exchange as contemplated herein:
(as defined in Section 1.4(b)i) in accordance with Section 1.4(b) or (iv) any combination the Stockholders, collectively, will beneficially own approximately 25.76% of the foregoing methodsissued share capital of New Borun on the Closing Date, of which approximately 18.56% will be owned by Star Elite, approximately 5.33% will be owned by Earnstar and approximately 1.87% will be owned by TDR, calculated on a fully-diluted basis,
(ii) all of the shares of China High Capital Stock shall be held by Golden Direction, and
(iii) there shall be Fourteen Million Eight Hundred Forty-Seven Thousand Eight Hundred Eleven (14,847,811) New Borun Ordinary Shares issued and outstanding, Three Thousand Seven Hundred Eleven and 952/1000 (3,711.952) Class A convertible New Borun Preference Shares issued and outstanding, One Thousand Sixty-Five and 330/1000 (1,065.330) Class B convertible New Borun Preference Shares issued and outstanding and Three Hundred Seventy-Four and 907/1000 (374.907) Class C convertible New Borun Preference Shares issued and outstanding.
Appears in 1 contract
The Closing. (ai) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale purchase by the Share Investors of 3.500 Shares and the issuance of the Series B Preferred Placement Agent Shares and the Warrants (the “"Closing”") shall take place at the offices of Stroock & Stroock & Xxxxx LLP. 000 Xxxxxx Xxxxxxxx LLPXxxx, 000 Xxx Xxxx, Xxx Xxxx Xxxxxx00000-0000, Xxxxxximmediately following the execution hereof or such later date or different location as the parties shall agree in writing, Xxxxxxxxxxxxx 00000 (or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern time, on but not prior to the date of this Agreement unless another date, place that the conditions set forth in Section 4.1 have been satisfied or time is agreed to in writing waived by the Company and the Purchasers obligated to purchase sixty-six percent (66%) appropriate party. The date of the shares of Series B Preferred Shares Closing is hereinafter referred to be issued pursuant to this Agreement at as the Closing (the “"Closing Date”). ." At the Closing, the Company will shall sell and issue to the Share Investors, and deliver certificates evidencing the Series B Preferred Share Investors shall, severally and not jointly, purchase from the Company, 3,500 Shares for an aggregate purchase price of $3,500,000 (the "Purchase Price"). In addition, the Company shall issue the Warrants to the Warrant Investors and issue the Placement Agent Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, certain Investors.
(ii) cancellation or conversion At the Closing (a) the Company shall deliver to: (1) Stroock & Stroock & Xxxxx LLP, as Escrow Agent (the "Escrow Agent"), on behalf of each Investor, to be held by the Escrow Agent subject to the terms and conditions of the Notes Escrow Agreement dated the date hereof by and among the Company, the Investors and the Escrow Agent, in the form of Exhibit C hereto (as defined in Section 1.4(b)) in accordance with Section 1.4(bthe "Escrow Agreement"), (iiiA) net exercise stock certificates representing the Shares purchased by each Share Investor and the Placement Agent Shares, as set forth next to such Investor's name on Schedule 1 attached hereto. each registered in the name of such Investor and (B) the Warrants issued to each Warrant Investor as set forth next to such Investor's name on Schedule 1 attached hereto, registered in the name of such Investor, and (2) the Investors, all other documents, instruments and writings required to have been delivered at or prior to the Closing by the Company pursuant to this Agreement and the Registration Rights Agreement dated the date hereof by and among the Company and the Investors, in the form of Exhibit D annexed hereto (the "Registration Rights Agreement"), (b) each Share Investor shall deliver to the Escrow Agent, on behalf of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination Company. to be held by the Escrow Agent subject to the terms and conditions of the foregoing methodsEscrow Agreement, the portion of the Purchase Price set forth next to its name on Schedule l, in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Escrow Agent for such purpose on or prior to the Closing Date, and (c) each Investor shall deliver to the Company, all documents. instruments and writings required to have been delivered at or prior to the Closing by such Investor pursuant to this Agreement and the Registration Rights Agreement. All Shares, Warrants and amounts delivered to and held by the Escrow Agent shall be distributed to the Investors and the Company at the times and upon the terms and conditions set forth in the Escrow Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Finantra Capital Inc)
The Closing. (a) 2.01 The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number consummation of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased transactions contemplated by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares this Agreement (the “"Closing”") shall take place at 0000 Xxxx 000 Xxxxx, Xxxxxxxxx, XX 00000 on or before December 1, 2005, (the offices of Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 ("Closing Date") or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the date of this Agreement unless another date, such other place or date and time is as may be agreed to in writing by the Company parties hereto.
2.02 The following conditions are a part of this Agreement and must be completed on the Purchasers obligated Closing Date, or such other date specified by the parties:
(a) Certain shareholders agree to purchase sixty-six percent cancel 16,296,050 shares of common stock of Kevcorp in exchange in for $425,000 resulting in issued and outstanding shares of Kevcorp being 150,000,000 shares;
(66%b) Post closing, Kevcorp shall obtain shareholder approval to effect a reverse split of issued and outstanding shares of no greater than 10 to 1 with no shareholder being reversed to less than a round lot of 100 shares;
(c) Post closing, Kevcorp shall obtain shareholder approval to amend its Articles of Incorporation to change the name of the Company to American Hyberbaric, Inc. or such similar name as is available in the State of Nevada;
(d) Xx. Xxxx Xxxxxx, Xxxx XxXxxxxx, and Xx. Xxxx Xxxxxxxxx will be appointed to, and shall be the sole members of, the Board of Directors of Kevcorp. Xxxxx Xxxxx shall resign as a director of Kevcorp
(e) Xxxxx Xxxxx, who is currently the sole officer, will resign as an officer of Kevcorp and Xxxx XxXxxxxx will be appointed as President, Secretary and Treasurer of Kevcorp.
(f) At closing, until their shares are eligible for resale under Rule 144 of the Securiteis Act of 1933, as amended, the existing shareholders of Kevcorp shall have registration rights for up to 100,000 of their shares should the Company, at any time in the future, file a registration statement (other than a registration statement on Form S-8 or S-4) with the Securities and Exchange Commission.
2.03 Upon completion of the above conditions, Kevcorp shall have approximately 150,000,000 shares of Series B Preferred Shares to be common stock issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsoutstanding.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Kevcorp Services, Inc.)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Notes for an aggregate purchase price of $0.84 per share (“Purchase Price”)2,500,000. The closing of the purchase and sale of the Series B Preferred Shares Notes (the “"Closing”") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx Xxxxxxxx LLPxx xxx Xxxxxxxx, 000 Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxxxxmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange of documents and signaturesCompany shall deliver to each Purchaser (1) at 11:00 a.m., Eastern time, the Notes in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page to this Agreement, upon the terms as set forth therein (collectively, the "Warrants"), (3) the legal opinion of Haddxx & Xepfel LLP outside counsel to the Company, in the form of Exhibit C, and (4) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement"), and the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver to the Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued Closing Date by such Purchaser pursuant to this Agreement at the Closing (the “Closing Date”). At the ClosingAgreement, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsincluding an executed Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Franklin Telecommunications Corp)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions Purchasers shall purchase 540 shares of this Agreement, including Preferred Stock (the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "SHARES") for an aggregate purchase price of $0.84 per share (“Purchase Price”)5,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “Closing”"CLOSING") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("XXXXXXXX XXXXXXXXX"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(ii) Prior to the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver (1) to KA (a) stock certificates representing 399.6 Shares, registered in the name of KA, (b) a Common Stock purchase warrant, in the form of EXHIBIT D, registered in the name of KA, pursuant to which KA shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire 92,500 shares of Common Stock at an exercise price per share (subject to adjustment as provided therein) of $9.51 (the "KA WARRANT"), (c) the legal opinion of Winston & Xxxxxx, outside counsel to the Company, substantially in the form of EXHIBIT C, and (d) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, between the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), and the Irrevocable Transfer Agent Instructions, in the form of EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"), (2) to
(a) stock certificates representing 8.1 Shares, registered in the name of Kohler, (b) a Common Stock purchase warrant, in the form of EXHIBIT D, registered in the name of Kohler, pursuant to which Kohler shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire 1,875 shares of Common Stock at an exercise price per share (subject to adjustment as provided therein) of $9.51 (the "KOHLER WARRANT"), (c) the legal opinion of Winston & Xxxxxx, Xxxxxxxxxxxxx 00000 outside counsel to the Company, substantially in the form of EXHIBIT C, and (d) all other documents, instruments and writings required to have been delivered at or remotely via prior to the exchange Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, and the Transfer Agent Instructions, (3) to Xxxxxx XXX (a) stock certificates representing 8.1 Shares, registered in the name of documents Xxxxxx XXX, (b) a Common Stock purchase warrant, in the form of EXHIBIT D, registered in the name of Xxxxxx XXX, pursuant to which Xxxxxx XXX shall have the right at any time and signaturesfrom time to time thereafter through the fifth anniversary of the Closing Date to acquire 1,875 shares of Common Stock at an exercise price per share (subject to adjustment as provided therein) of $9.51 (the "XXXXXX XXX WARRANT"), (c) the legal opinion of Winston & Xxxxxx, outside counsel to the Company, substantially in the form of EXHIBIT C, and (d) all other documents, instruments and writings required to have been delivered at 11:00 a.m.or prior to the Closing Date by the Company pursuant to this Agreement, Eastern timeincluding an executed Registration Rights Agreement, on and the date Transfer Agent Instructions, (4) to Twin City (a) stock certificates representing 16.2 Shares, registered in the name of Twin City, (b) a Common Stock purchase warrant, in the form of EXHIBIT D, registered in the name of Twin City, pursuant to which Twin City shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire 3,750 shares of Common Stock at an exercise price per share (subject to adjustment as provided therein) of $9.51 (the "TWIN CITY WARRANT"), and (5) to Xxxxx (a) stock certificates representing 108 Shares, registered in the name of Xxxxx, (b) a Common Stock purchase warrant, in the form of EXHIBIT D, registered in the name of Xxxxx, pursuant to which Xxxxx shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire 25,000 shares of Common Stock at an exercise price per share (subject to adjustment as provided therein) of $9.51 (the "XXXXX WARRANT" and collectively with the KA Warrant, the Kohler Warrant, the Xxxxxx XXX Warrant, and the Twin City Warrant, the "WARRANTS"), (c) the legal opinion of Winston & Xxxxxx, outside counsel to the Company, substantially in the form of EXHIBIT C, and (d) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement unless another dateAgreement, place or time is agreed including an executed Registration Rights Agreement, and the Transfer Agent Instructions; and (B) the Purchasers shall deliver (1) $5,000,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the ClosingAgreement, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. fundsincluding, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b)without limitation, (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsan executed Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Tro Learning Inc)
The Closing. The closing (athe "Closing") will be held as soon as practicable and in any event within two business days after the satisfaction of the conditions set forth in Sections 5 and 6 and is expected to be held at the offices of Weil, Gotshal & Xxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on or before 10:00 a.m. on December 19, 2003 or on such other date as the Buyer and the Seller Representative may agree in writing but no later than the Expiration Date (the "Closing Date"). The Company agrees Closing will be deemed to issue and sell occur at 11:59 p.m. on the Closing Date. Subject to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing the following transactions will take place, each being deemed to have occurred simultaneously:
(a) The Sellers will deliver to the “Closing Date”). At Buyer stock certificates representing all of the Acquisition Shares, free and clear of any Liens, together with separate stock powers duly executed in blank;
(b) The Buyer will pay to each Seller in cash an amount equal to the product of the Purchase Price per Share multiplied by the number of Acquisition Shares being sold by each such Seller;
(c) The Buyer will or will cause the Company or Xxxxxxx Company to prepay in full all Indebtedness of the Company or Xxxxxxx Company then outstanding under the Credit Agreement, and will replace outstanding Letters of Credit that remain undrawn;
(d) The Buyer will or will cause the Company to pay in cash to the Investor the principal amount of, plus accrued and unpaid interest in respect of, the Junior Note;
(e) The Buyer will or will cause the Company or Xxxxxxx Company to prepay (without duplication of subsections (c) and (d) above) all Indebtedness of the Company or Xxxxxxx Company then outstanding other than Indebtedness to be retained following the Closing, all of which retained Indebtedness is as set forth on Schedule 1.3(e);
(f) The Buyer will or will cause the Company will issue and deliver certificates evidencing the Series B Preferred Shares or Xxxxxxx Company to be sold at pay in cash all amounts due upon the Closing in respect of the Former Management Obligations;
(g) The Buyer will or will cause the Company to pay to each Optionholder in cash an amount equal to (x) the product of the Purchasers against payment of the full purchase price therefor by (i) wire transfer the number of immediately available U.S. fundsshares of the Company's common stock subject to the Options held by such Optionholder, as set forth on Schedule 3.3, multiplied by (ii) cancellation or conversion the excess of the Notes Purchase Price per Share over the exercise price per share of such Options, less (y) the amount of withholding Taxes required by law to be withheld from the amounts so paid; and (without duplication of amounts referred to in clause (x) above) less (z) any amounts otherwise payable to any Optionholder in respect of the Options that are deferred pursuant to any deferred compensation agreement entered into between such Optionholder and the Buyer between the date hereof and the Closing Date; and each such Optionholder will tender all such Options to the Company for immediate cancellation;
(h) The Buyer will or will cause the Company to pay to the Investor in cash an amount equal to the product of (i) the number of shares of the Company's common stock subject to the Warrants and (ii) the excess of the Purchase Price per Share over the exercise price per share for such Warrants; and the Investor will tender all such Warrants to the Company for immediate cancellation;
(i) The Buyer will or will cause the Company to pay to the Participants in, and as defined in, the Xxxxxxx Holdings, Inc. 2003 Stock Appreciation Rights Plan, all amounts due to be paid thereunder less the amount of withholding taxes required by law to be withheld from the amounts so paid;
(j) The Buyer will or will cause the Company or SC Holdings, Inc. to pay the Earnouts to the recipients thereof;
(k) The Buyer will or will cause the Company to pay in Section 1.4(b)full the Transaction Expenses; and
(l) in accordance Each party will deliver to the other such certificates, opinions, and other documents as are contemplated hereby or as may reasonably be requested by the other party to evidence compliance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsterms hereof.
Appears in 1 contract
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Xxxxxx Xxxxxxxx Xxxxxx White & XxXxxxxxx LLP, 000 Xxxx 00xx Xxxxxx, XxxxxxXxx Xxxx, Xxxxxxxxxxxxx 00000 XX 00000, simultaneously with the execution of this Agreement (the "Closing Date").
(b) Concurrently with the execution of this Agreement, the following shall occur:
(i) the Purchaser shall deliver to the Seller the ClearBlue Shares;
(ii) the Seller shall deliver to the Purchaser, or remotely via pursuant to the exchange Purchaser's instructions, to Equity, the stock certificates evidencing the Shares, together with fully executed stock powers;
(iii) the Seller shall deliver to the Purchaser, or pursuant to the Purchaser's instructions, to Finance, the promissory note evidencing the Debt together with an appropriate allonge or other debt transfer instrument;
(iv) HP shall have consented to the transfer of documents the Debt and signatureseach of the Seller and the Purchaser shall have waived Section 7.01(j) at 11:00 a.m.of the Note Purchase Agreement dated as of October 29, Eastern time2001 among the Company, on HP and the Seller with respect to the transactions contemplated hereby;
(v) 400 Minuteman Limited Partnership shall have consented to the satisfaction of the parties to the assignment of the Lease, dated May 14, 1999, between 400 Minuteman Limited Partnership and the Company, as amended;
(vi) the Purchaser shall have received an opinion dated as of the date of this Agreement unless another dateof Xxxxxx Rosedale & Xxxxxxxxx LLP, place or time is agreed counsel of the Seller, in the form acceptable to the Purchaser;
(vii) the Seller shall have received an opinion dated as of the date of this Agreement of Xxxxxx Xxxxxx White & XxXxxxxxx LLP, counsel to the Purchaser, in writing by the form acceptable to the Seller;
(viii) the Seller shall have used its best efforts to cause the Board of Directors of the Company and the Purchasers obligated to purchase sixty-six percent (66%) fill two of the shares vacancies on such Board by appointing Xxxxxx Xxxxxx and Xxxx Xxxxx as directors of Series B Preferred Shares the Company; and
(ix) prior to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing transactions contemplated by the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsHP Agreement shall have been consummated.
Appears in 1 contract
The Closing. (a) The Closing (i) Subject to the terms and conditions set forth in this Agreement the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree purchase an aggregate of up to 100,000 shares of Preferred Stock (“Shares”) and certain Common Stock purchase that number of the Series B Preferred Shares set forth opposite their respective names warrants as described below in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a this Section for an aggregate purchase price of up to $0.84 per share (“Purchase Price”)1,000,000. The closing of the purchase and sale of the Series B Preferred Shares such securities shall take place at one or more closings (collectively, the “Closing”) shall take place at the offices of Xxxxxx Xxxxxxxx LLPXxXxxxxxx, 000 Xxxx XxxxxxXxxxxxx & Xxxxxxx LLP (“MD&B”), Xxxxxx00 Xxxxxxxxxx, Xxxxxxxxxxxxx 00000 Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxxxx 00000, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the “Closing Date.”
(ii) At the Closing, the parties shall deliver or remotely via shall cause to be delivered the exchange following: (A) the Company shall deliver to each Purchaser (1) a stock certificate registered in the name of documents and signatures) at 11:00 a.m.such Purchaser, Eastern time, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser’s name on the date of signature page to this Agreement unless another dateby 10, place or time is agreed and (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser’s name on the signature page to this Agreement (collectively, the “Warrants”) and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser’s name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company and for such purpose or, with the Purchasers obligated to purchase sixty-six percent (66%) consent of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the ClosingCompany, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or through conversion of the Notes outstanding indebtedness, and (as defined in Section 1.4(b)2) in accordance with Section 1.4(b), (iii) net exercise an executed copy of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsthis Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (E Digital Corp)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to Purchaser and in reliance upon the representations, warranties, covenants, terms and conditions Purchaser shall purchase 200 shares of this Agreement, including Preferred Stock (the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "SHARES") for an aggregate purchase price of $0.84 2,000,000. The purchase price per share (“Purchase Price”)Share shall be $10,000. The closing of the purchase and sale of the Series B Preferred Shares Stock (the “Closing”"CLOSING") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("XXXXXXXX XXXXXXXXX"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(ii) At the Closing, the parties shall deliver or shall cause to be delivered to the following: (A) the Company shall deliver (1) stock certificates representing the Shares, registered in the name of the Purchaser, (2) a common stock purchase warrant, in the form of Exhibit D, registered in the name of the Purchaser, pursuant to which the Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary date of the issuance thereof to acquire 165,517 shares of Common Stock at an exercise price per share of $4.35, subject to adjustment (the "FIRST WARRANT"), (3) a common stock purchase warrant, in the form of EXHIBIT D, registered in the name of the Purchaser, pursuant to which the Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary date of the issuance thereof to acquire 110,345 shares of Common Stock at an exercise price per share of $5.25625, subject to adjustment (the "SECOND WARRANT" and, together with the First Warrant, the "WARRANTS"), (4) the legal opinion of Broad and Xxxxxx, Xxxxxxoutside counsel to the Company, Xxxxxxxxxxxxx 00000 substantially in the form of EXHIBIT C, and (5) all other documents, instruments and writings required to have been delivered at or remotely via prior to the exchange of documents and signatures) at 11:00 a.m.Closing by the Company pursuant to this Agreement, Eastern timeincluding an executed Registration Rights Agreement, on dated the date hereof, between the Company and the Purchaser, in the form of this Agreement unless another dateEXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), place or time is agreed and the Irrevocable Transfer Agent Instructions, in the form of EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"); and (B) the Purchaser shall deliver (1) $2,000,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Purchasers obligated to purchase sixty-six percent (66%) of Closing by the shares of Series B Preferred Shares to be issued Purchaser pursuant to this Agreement at the Closing (the “Closing Date”). At the ClosingAgreement, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. fundsincluding, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b)without limitation, (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsan executed Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Big Entertainment Inc)
The Closing. (a) The Closing.
(i) Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number shares of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Stock for an aggregate purchase price of $0.84 per share (“Purchase Price”)2,120,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) On the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) stock certificates, registered in the name of such Purchaser, representing a number of Shares equal to the sum of (x) the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the signature page to this Agreement by 100 and (y) 4,400 (collectively, the "Shares"), (2) the legal opinion of Xxxxx, Xxxx & Xxxxx LLP, 000 Xxxx Xxxxxxoutside counsel to the Company in the form of Exhibit C, Xxxxxx(3) an executed Registration Rights Agreement, Xxxxxxxxxxxxx 00000 dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (or remotely via the exchange "Registration Rights Agreement"), and (4) executed Transfer Agent Instructions, in the form of documents Exhibit E, delivered to and signaturesacknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) at 11:00 a.m., Eastern time, each Purchaser shall deliver: (1) the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another dateless the principal amount and interest due under its Notes on the Closing Date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. fundsfor such purpose, (ii2) cancellation or conversion of an executed Registration Rights Agreement and (3) the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodscanceled Notes.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Dynagen Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including Purchasers shall purchase the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)10,000,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “"Closing”") shall take place at the offices of Rxxxxxxx Sxxxxxxxx Pxxxxx Axxxxxxx & Bxxxxx LLP ("RSPAB"), 1000 Xxxxxx Xxxxxxxx LLPxx xxx Xxxxxxxx, 000 Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxximmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) Prior to the Closing, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver (i) to Advantage, (1) the Debentures registered in the name of Advantage, (2) a common stock purchase warrant (the "Warrant"), in the form of Exhibit D, registered in the name of Advantage, pursuant to which Advantage shall have the right at any time and from time to time thereafter through the fifth anniversary date of the Original Issue Date to acquire 70,000 shares of Common Stock at an exercise price per share of $11.50, (3) the legal opinion of Atlas, Pxxxxxxx, Trop & Borkson outside counsel to the Company, and of Fxxxxxx e Rxxxxxxxx Advogados, special Brazilian counsel to the Company, substantially in the form of Exhibit C, and (4) all other documents, instruments and writings required to have been delivered at or remotely via prior to the exchange of documents and signatures) at 11:00 a.m.Closing Date by the Company to Advantage pursuant to this Agreement, Eastern timeincluding an executed Registration Rights Agreement, on dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions") and (ii) to Kxxx (1) the Debentures registered in the name of Kxxx, (2) a Warrant registered in the name of Kxxx, pursuant to which Kxxx shall have the right at any time and from time to time thereafter through the fifth anniversary date of the Original Issue Date to acquire 30,000 shares of Common Stock at an exercise price per share of $11.50, (3) the legal opinion of Atlas, Pxxxxxxx, Trop & Borkson outside counsel to the Company and of Fxxxxxx e Rxxxxxxxx Advogados, special Brazilian counsel to the Company, substantially in the form of Exhibit C, and (4) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company to Kxxx pursuant to this Agreement unless another dateAgreement, place or time is agreed including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B and the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) the Purchasers shall deliver (1) $10,000,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement Agreement, including, without limitation, an executed Registration Rights Agreement; and (C) each party hereto shall deliver all other executed instruments, agreements and certificates as are required to be delivered hereunder by or on their behalf at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Vitech America Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to Purchaser and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including Purchaser shall purchase the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)3,000,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “"Closing”") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP (the "ESCROW AGENT"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or other place as mutually agreed immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(ii) Prior to the Closing, the parties shall deliver or shall cause to be delivered to the Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of the Escrow Agreement, dated as of the date hereof, by and among the Company, the Purchaser and the Escrow Agent, in the form of EXHIBIT E (the "ESCROW AGREEMENT"), including the following: (A) the Company shall deliver (1) the Debentures registered in the name of the Purchaser, (2) a common stock purchase warrant, in the form of EXHIBIT D, registered in the name of the Purchaser, pursuant to which the Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary date of the Original Issue Date to acquire 120,000 shares of Common Stock at an exercise price per share of $3.923 (the "WARRANT"), (3) the legal opinion of Xxxxxxx & Xxxxxx, XxxxxxLLP outside counsel to the Company, Xxxxxxxxxxxxx 00000 substantially in the form of EXHIBIT C, and (4) all other documents, instruments and writings required to have been delivered at or remotely via prior to the exchange of documents and signatures) at 11:00 a.m.Closing Date by the Company pursuant to this Agreement, Eastern timeincluding an executed Registration Rights Agreement, on dated the date hereof, between the Company and the Purchaser, in the form of this Agreement unless another dateEXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), place or time is agreed and the Irrevocable Transfer Agent Instructions, in the form of EXHIBIT F, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"); and (B) the Purchaser shall deliver (1) $3,000,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Purchasers obligated to purchase sixty-six percent (66%) of Closing Date by the shares of Series B Preferred Shares to be issued Purchaser pursuant to this Agreement Agreement, including, without limitation, an executed Registration Rights Agreement; and (C) each party hereto shall deliver all other executed instruments, agreements and certificates as are required to be delivered hereunder by or on their behalf at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Intelligent Medical Imaging Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)1,500,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “"Closing”") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx Xxxxxxxx LLPxx xxx Xxxxxxxx, 000 Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxxxxmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange Company shall deliver to each Purchaser: (1) Debentures in the aggregate principal amount of documents and signatures) at 11:00 a.m., Eastern time, 33.33% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) the legal opinion of Lockx Xxxdell & Sapp XXX, outside counsel to the Company, in the form of Exhibit C, (3) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), (4) Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), (5) an executed Security Agreement, dated the date hereof, between the Company and the Purchasers, in the form of Exhibit F (the "Security Agreement"), (6) an executed Intellectual Property Security Agreement, dated the date hereof; between the Company and the Purchaser, in the form of Exhibit G (the "IP Security Agreement"); and (7) the Escrow Agreement (the "Escrow Agreement") of even date hereof, among the Company, the Purchasers and Owen X. Xxxxxxxxx, Xxq. (the "Escrow Agent"); and (B) each Purchaser will deliver to the Escrow Agent for delivery in accordance with the Escrow Agreement: (1) 33.33% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement unless another datein United States dollars in immediately available funds by wire transfer as designated in the Escrow Agreement for such purpose, place or time and (2) an executed Registration Rights Agreement, Security Agreement, IP Security Agreement and this Agreement.
(iii) Within thirty days following the Effective Date (as defined herein) is agreed declared effective by the Commission (as defined herein), (A) the Company will, against delivery of the amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, Debentures in the aggregate principal amount of 66.67% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement (subject to equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser, and (B) each Purchaser will deliver to the Company, 66.67% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company and for such purpose. Notwithstanding anything to the contrary contained in this Agreement, the commitment of a Purchaser to acquire the securities described in Section 1.1(a)(iii) above is subject to the satisfaction or waiver by the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods.following conditions:
Appears in 1 contract
Samples: Secured Convertible Debenture Purchase Agreement (Demarco Energy Systems of America Inc)
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("RSPAB"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxximmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(b) At the Closing, Xxxxxxxxxxxxx 00000 (i) the Company shall deliver to each Purchaser (1) a stock certificate, registered in the name of such Purchaser or remotely via such Purchaser's designee, representing the exchange number of documents Shares to be acquired at Closing by such Purchaser (which number is set forth opposite such Purchaser's name on Schedule 1 hereto), (2) a Warrant (as defined in Section 3.15), each registered in such Purchaser's name or the name of such Purchaser's designee, (3) the legal opinion of Xxxxxx Xxxxxxx Xxxxxx & Brand, substantially in the form attached hereto as Exhibit B, and signatures(3) all other documents, instruments and writings required to have been delivered at 11:00 a.m.or prior to the Closing by the Company pursuant to this Agreement, Eastern timeincluding, on without limitation, an executed original of the Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers in the form of this Agreement unless another dateExhibit A hereto (the "Registration Rights Agreement"), place or time is agreed and (b) each Purchaser shall deliver to the Company (1) the amount set forth opposite such Purchaser's name on Schedule 1 hereto, less the fees contemplated in Section 4.1, in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose on or prior to the Closing Date, and (2) all documents, instruments and writings required to have been delivered at or prior to the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued Closing by such Purchaser pursuant to this Agreement at the Closing (the “Closing Date”). At the ClosingAgreement, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. fundsincluding without limitation, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsan executed Registration Rights Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Digital Biometrics Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the purchase and sale of the Series B Preferred Shares Notes (the “Closing”"CLOSING") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP ("XXXXXXXX XXXXXXXXX"), 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(ii) On the Closing Date, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser: (1) Notes in the aggregate principal amount of 1/3 of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) a Note, dated as of July 7, 2000, in the aggregate principal amount of $1,295,000, registered in the name of such Purchaser, evidencing the Previous Loan, (3) the legal opinion of Pillsbury Madison & Sutro, LLP, 000 outside counsel to the Company, in the form of EXHIBIT C, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), (5) the Transfer Agent Instructions, in the form of EXHIBIT D, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS") and (6) an executed copy of the Pledge Agreement, dated the date hereof, among the Company, the Purchasers and Xxxx XxxxxxX. Xxxxx (the "PLEDGOR"), Xxxxxx, Xxxxxxxxxxxxx 00000 in the form of EXHIBIT E (or remotely via the exchange " PLEDGE AGREEMENT"); and (B) each Purchaser shall deliver (1) 1/3 of documents and signatures) at 11:00 a.m., Eastern time, the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) executed copies of the Registration Rights Agreement and the Purchasers obligated Pledge Agreement.
(iii) On the earlier to purchase sixty-six percent occur of (66%x) the 20th day following the Closing Date and (y) the date the Underlying Shares Registration Statement (as defined herein) is filed with the Securities and Exchange Commission (the "COMMISSION")(such earlier date, the "FIRST ADDITIONAL FUNDING DATE"), if all of the shares conditions listed in Section 3.13 hereof shall have been either satisfied by the Company or waived by the Purchasers, then: (A) the Company will, against delivery of Series B Preferred Shares the amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, Notes in the aggregate principal amount of 1/3 of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser (the "FIRST ADDITIONAL NOTES" which shall be issued pursuant included within the definition of "NOTES") , and (B) each Purchaser will deliver to the Company, 1/3 of the purchase price indicated below such Purchaser's name on the signature page to this Agreement at in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose.
(iv) On the earlier to occur of (x) the 90th day following the Closing Date and (y) the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes Effective Date (as defined herein) (such earlier date, the "SECOND ADDITIONAL FUNDING DATE"), if all of the conditions listed in Section 1.4(b)3.14 hereof shall have been either satisfied by the Company or waived by the Purchasers, then: (A) the Company will, against delivery of the amounts set forth in clause (B) in accordance with Section 1.4(bthis paragraph, deliver to each Purchaser, Notes in the aggregate principal amount of 1/3 of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser (the "SECOND ADDITIONAL NOTES" which shall be included within the definition of "NOTES"), and (iiiB) net exercise each Purchaser will deliver to the Company, 1/3 of the Warrants (as defined purchase price indicated below such Purchaser's name on the signature page to this Agreement in Section 1.4(b)) United States dollars in accordance with Section 1.4(b) or (iv) any combination of immediately available funds by wire transfer to an account designated in writing by the foregoing methodsCompany for such purpose.
Appears in 1 contract
Samples: Convertible Note Purchase Agreement (Universal Broadband Networks Inc)
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares transactions contemplated by this Agreement (the “"Closing”") shall take place at the offices of Xxxxxx Xxxxxxxx White & Case LLP, 000 Xxxx 200 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxx, Xxxxxxx 00000, xx Gardere Wynnx Xxxxxx XXX 1601 Xxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxxxxxxx 00000 (or remotely via Xxxxx 00000, xx may be agreed to between the exchange of documents and signatures) Parties, at 11:00 a.m., Eastern 10:00 a.m. local time, on April 11, 2001 or as promptly as practicable following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the Parties will take at the Closing itself), or at such other place, time and/or date as the Parties may mutually agree (the date of this Agreement unless another datethe Closing, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “"Closing Date”"). At the Closing, (a) the Company will issue Seller shall deliver to the Buyer the various certificates, instruments and documents referred to in Article VIII, (b) the Buyer shall deliver to the Seller the various certificates, instruments and documents referred to in Article IX, (c) the Seller shall execute, acknowledge (if appropriate) and deliver certificates evidencing to the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by Buyer (i) wire transfer assignments of immediately available U.S. fundsthe Business Intellectual Property, Permits and Contracts in form and substance reasonably satisfactory to the Buyer and (ii) cancellation or conversion such other instruments of sale, transfer conveyance and assignment as the Buyer may reasonably request, (d) the Buyer shall execute, acknowledge (if appropriate) and deliver to the Seller (i) an assumption of the Notes Assumed Liabilities in form and substance reasonably satisfactory to the Seller and (ii) such other instruments of assumption as defined the Seller may reasonably request, and (e) the Buyer shall pay $12,340,231.50 to the Seller, as set forth in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods2.3.
Appears in 1 contract
The Closing. (a) The Closing (i) Subject to the terms and conditions set forth in this Agreement the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of the Series B 800 shares of Preferred Shares set forth opposite their respective names Stock ("Shares") and certain Common Stock purchase warrants as described below in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a this Section for an aggregate purchase price of $0.84 per share (“Purchase Price”)8,000,000. The closing of the purchase and sale of the Series B Preferred Shares such securities (the “"Closing”") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx Xxxxxxxx LLPxx xxx Xxxxxxxx, 000 Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxxxxmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange Company shall deliver to each Purchaser (1) a stock certificate registered in the name of documents and signatures) at 11:00 a.m.such Purchaser, Eastern time, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another dateby 10,000, place or time is agreed (2) a Common Stock purchase warrant, in the form of Exhibit D-1, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of Warrant Shares (as defined in the Warrant) indicated below such Purchaser's name on the signature page to this Agreement, pursuant to the terms thereof (collectively, the "Closing Warrants"), (3) a Common Stock purchase warrant, in the form of Exhibit D-2, registered in the name of such Purchaser, pursuant to which, in the event that the Company shall redeem the Shares, such Purchaser shall have the right to acquire the number of Warrant Shares indicated below such Purchaser's name on the signature page to this Agreement, pursuant to the terms thereof (collectively, the "Redemption Warrants", and together with the Closing Warrants, the "Warrants"),(3) the legal opinion of Cartxx, Xxxxxxx & Xilbxxx, xxtside counsel to the Company in the form of Exhibit C, (4) an executed Registration Rights Agreement, dated as of the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit E, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and the Purchasers obligated to purchase sixty-six percent (66%2) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsan executed Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Seranova Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including Purchasers shall purchase from the closing conditions set forth in Section 2.1, Company the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)6,000,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “Closing”"CLOSING") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("RSPAB"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxximmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(ii) At the Closing, Xxxxxxxxxxxxx 00000 (a) the Company shall deliver or remotely via shall cause to be delivered to (A) Strong River (1) Debentures in the exchange aggregate principal amount of documents $3,000,000 registered in the name of Strong River, (2) a common stock purchase warrant (the "WARRANT"), in the form of EXHIBIT D, registered in the name of Strong River, pursuant to which Strong River shall have the right to acquire shares of Common Stock upon the terms set forth therein, (3) the legal opinion of Xxxxxxx Coie LLP outside counsel to the Company, substantially in the form of EXHIBIT C, (4) a waiver of the Company's right to deliver a written notice to Strong River requiring Strong River to purchase Tranche 2 Shares (as defined in that certain Securities Purchase Agreement among the Company, Strong River and signaturescertain other parties dated as of January 28, 1999 (the "SECURITIES PURCHASE AGREEMENT")) and (5) all other documents, instruments and writings required to have been delivered at 11:00 a.m.or prior to the Closing Date by the Company to Strong River pursuant to this Agreement, Eastern timeincluding an executed Registration Rights Agreement, on dated the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT") and (B) Bay Harbor (1) Debentures in the aggregate principal amount of $3,000,000 registered in the name of Bay Harbor, (2) the legal opinion of Xxxxxxx Coie LLP outside counsel to the Company, substantially in the form of EXHIBIT C, and (3) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company to the Purchasers pursuant to this Agreement, including the executed Registration Rights Agreement unless another date, place or time is agreed and (b) Purchasers shall deliver (1) $6,000,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. fundsfor such purpose, (ii2) cancellation or conversion of the Notes a certificate acknowledging that Strong River shall no longer have any right to receive Adjustment Shares (as defined in Section 1.4(b)the Securities Purchase Agreement) in accordance with Section 1.4(b)pursuant to the Securities Purchase Agreement and (3) all documents, (iii) net exercise of instruments and writings required to have been delivered at or prior to the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsClosing Date by such Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Thrustmaster Inc)
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale to, and purchase by, the Purchaser of the Series B Preferred Sellers’ Shares (the “Closing”) shall take place occur at the offices of Xxxxxx Xxxxxxxx & Xxxxxxxx LLP, 000 Xxxx Xxxxxx0 Xxx Xxxxxx Xxxx, XxxxxxLondon EC4A 1AN England (i) on or before March 15, Xxxxxxxxxxxxx 00000 2005, or (or remotely via the exchange of documents and signaturesii) at 11:00 a.m., Eastern time, on such other time and place as the date of this Agreement unless another date, place or time is agreed to in writing by the Company Sellers and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at Purchaser may mutually agree. The date on which the Closing (occurs is referred to as the “Closing Date”). At the Closing, each Seller shall deliver to the Purchaser the documents referred to in Sections 4.1 and 6.1 hereof. At the Closing, the Company will issue Purchaser shall deliver to each Seller the other documents referred to in Sections 5.1 and 6.1 hereof. On or prior to Closing, the Purchaser shall supply the name of its nominee(s) and the number of shares and share certificates to be issued to the Purchaser or its nominee(s), which shall be delivered to the Purchaser at the address set forth in Section 10. Within 4 business days after the Closing, each Seller shall deliver the Seller’s Shares to be transferred to the Purchaser pursuant to Section 1.1 above to Astralis’s then transfer agent, together with any other necessary documents (as required under Section 1.3) and shall instruct the transfer agent to deliver to the Purchaser one or more certificates evidencing the Series B Preferred Sellers’ Shares duly registered in the name of the Purchaser or its nominee(s). Each Seller shall provide copies of the documents submitted to Astralis’s transfer agent within 2 business days following such submission. Within 5 business days of receipt of the Sellers’ Shares duly registered in the name of the Purchaser or its nominee(s), the Purchaser shall allot the SkyePharma Shares to be sold at the Closing issued to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined Seller pursuant to Section 1.2 above and deliver to each Seller one certificate in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsrespect thereof.
Appears in 1 contract
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to Purchaser and in reliance upon the representations, warranties, covenants, terms and conditions Purchaser shall purchase 50 shares of this Agreement, including Preferred Stock (the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "SHARES") for an aggregate purchase price of $0.84 500,000. The purchase price per share (“Purchase Price”)Share shall be $10,000. The closing of the purchase and sale of the Series B Preferred Shares Stock (the “Closing”"CLOSING") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("XXXXXXXX XXXXXXXXX"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(ii) At the Closing, the parties shall deliver or shall cause to be delivered to the following: (A) the Company shall deliver (1) stock certificates representing the Shares, registered in the name of the Purchaser, (2) a common stock purchase warrant, in the form of EXHIBIT D-1, registered in the name of the Purchaser, pursuant to which the Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary date of the issuance thereof to acquire 25,000 shares of Common Stock at an exercise price per share of $5.175, subject to adjustment (the "FIRST WARRANT"), (3) a common stock purchase warrant, in the form of EXHIBIT D-2, registered in the name of the Purchaser, pursuant to which the Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary date of the issuance thereof to acquire 16,667 shares of Common Stock at an exercise price per share of $6.255, subject to adjustment (the "SECOND WARRANT" and, together with the First Warrant, the "WARRANTS"), (4) the legal opinion of Broad & Xxxxxx, Xxxxxxoutside counsel to the Company, Xxxxxxxxxxxxx 00000 substantially in the form of EXHIBIT C, and (5) all other documents, instruments and writings required to have been delivered at or remotely via prior to the exchange of documents and signatures) at 11:00 a.m.Closing by the Company pursuant to this Agreement, Eastern timeincluding an executed Registration Rights Agreement, on dated the date hereof, between the Company and the Purchaser, in the form of this Agreement unless another dateEXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), place or time is agreed and the Irrevocable Transfer Agent Instructions, in the form of EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"); and (B) the Purchaser shall deliver (1) $500,000 in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Purchasers obligated to purchase sixty-six percent (66%) of Closing by the shares of Series B Preferred Shares to be issued Purchaser pursuant to this Agreement at the Closing (the “Closing Date”). At the ClosingAgreement, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. fundsincluding, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b)without limitation, (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsan executed Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Big Entertainment Inc)
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “"Closing”") shall take place at the offices of Xxxxxx the Company, 400 Xxxxxxxx LLPXxxxxxx, 000 Xxxx XxxxxxXxxxx 000, XxxxxxXxxxxxx, Xxxxxxxxxxxxx 00000 Xxxxxxx 00000, xxncurrent with the closing of the transaction contemplated by that Agreement and Plan of Merger by and between the Company, MC Acquisition Corporation, a wholly-owned subsidiary of the Company, and MessageClick, Inc. dated as of October 31, 2000 (or remotely via the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the "Merger Agreement"). The date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing is hereinafter referred to as the (the “"Closing Date”"). At the Closing, the Company will issue and parties shall deliver certificates evidencing the Series B Preferred Shares or shall cause to be sold at delivered the Closing following: (a) the Company shall deliver to each of the Purchasers against payment of the full purchase price therefor by Purchaser (i) wire transfer of immediately available U.S. fundsa Debenture in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, (ii) cancellation or conversion a Common Stock purchase warrant, in the form of Exhibit B, registered in the Notes name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of shares of Common Stock indicated below such Purchaser's name on the signature page to this Agreement, (as defined in Section 1.4(b)) in accordance with Section 1.4(bthe "Warrant"), (iii) net exercise of an executed Agreement, dated the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or date hereof, (iv) any combination a Registration Rights Agreement among the Company and the Purchasers, in the form of Exhibit C (the foregoing methods"Registration Rights Agreement"), and (v) an opinion of Rogexx & Xardxx XXX in form and substance reasonably satisfactory to Purchaser; and (b) each Purchaser shall deliver to the Company (i) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (ii) an executed Agreement and Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Debenture and Warrant Purchase Agreement (Verso Technologies Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of 854,701 shares of Common Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)4,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx Xxxxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xxmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) At the Closing, the parties shall deliver or shall cause to be delivered the following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing 75% of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit A, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (each an "Adjustable Warrant"), (3) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire 75% of the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein (each, a "Closing Warrant" and together with the Adjustable Warrants, the "Warrants"), (4) the legal opinion of Patterson, Belknap, Webb & Xyler LLP, 000 Xxxx Xxxxxxoutside counsel to the Company, Xxxxxxsubstantially in the form of Exhibit E, Xxxxxxxxxxxxx 00000 (or remotely via 5) an executed Registration Rights Agreement, dated the exchange date hereof, among the Company and the Purchasers, in the form of documents Exhibit C (the "Registration Rights Agreement") and signatures(6) at 11:00 a.m.the Transfer Agent Instructions, Eastern timein the form of Exhibit D, executed by the Company and delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver: (1) 75% of the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose and (2) an executed Registration Rights Agreement.
(iii) Within five Trading Days following the date that the Underlying Shares Registration Statement (as defined herein) is declared effective by the Commission (as defined herein) and the Purchasers obligated to purchase sixty-six percent Company has complied with its obligations under Section 3.1(b), (66%A) the Company will, against delivery of the amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, (x) a stock certificate free of all restrictive legends representing 25% of the number of Shares indicated below such Purchaser's name on the signature page of this Agreement (subject to equitable adjustment for stock splits, recombinations and similar events), registered in the name of such Purchaser and (y) a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire 25% of the number of shares of Series B Preferred Shares Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms and at the exercise price set forth therein and (B) each Purchaser will deliver to be issued pursuant the Company, 25% of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose. Notwithstanding the foregoing, the Purchasers shall not be obligated to acquire the Shares described in this Section 1.1(a)(iii) if the closing sales price of the Common Stock as reported by Bloomberg, L.P. for any of the three Trading Days following the date that the Underlying Shares Registration Statement is first declared effective by the Commission is less than $4.01 per share (subject to equitable adjustment for stock splits, recombinations and similar events), which condition may be waived in whole or in part at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to sole option of each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsPurchaser.
Appears in 1 contract
Samples: Securities Purchase Agreement (Chromatics Color Sciences International Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to Purchaser and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including Purchaser shall purchase the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)2,000,000, which purchase price shall include the conversion of the Note into Debentures. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “"Closing”") shall take place at the offices of Robinson Xxxxxxxxn Xxxxxx Xxxxxxxx LLPXrxxxxxx & Xxxxxx LLX (xxx "Escrow Agent"), 000 1290 Avenxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxxxxxxxxxtely following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) Prior to the Closing, Xxxxxxxxxxxxx 00000 (the parties shall deliver or remotely via shall cause to be delivered to the exchange Escrow Agent such items as are required to be delivered by them in accordance with and subject to the terms and conditions of documents and signatures) at 11:00 a.m.the Escrow Agreement, Eastern time, on dated as of the date hereof, by and among the Company, the Purchaser and the Escrow Agent in the form of this Agreement unless another dateExhibit E annexed hereto (the "Escrow Agreement"), place or time is agreed to including the following: (A) the Company shall deliver (1) Debentures, registered in writing by the name of the Purchaser, with an aggregate principal amount of $2,000,000, (2) a Common Stock Purchase Warrant in the form of Exhibit D attached hereto (the "Warrant"), registered in the name of the Purchaser, (3) the Security Agreement, dated as of the date hereof, between the Company and the Purchasers obligated to purchase sixty-six percent Purchaser in the form of Exhibit G annexed hereto (66%the "Security Agreement"), and (4) the legal opinion of Bartel Enx Xxxx & Schroder, xxxxxxntially in the shares form of Series B Preferred Shares Exhibit C ("Legal Opinion"); (B) the Purchaser shall deliver (1) $1,500,000 and (2) the original Note marked canceled; and (C) each party hereto shall deliver all other executed instruments, agreements and certificates as are required to be issued pursuant to this Agreement delivered hereunder by or on their behalf at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Innovacom Inc)
The Closing. (a) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)400,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “"Closing”") shall take place at the offices of Xxxxxx Xxxxxxxx LLPXxxx Xxxxxxxxx, 000 Xxxx XxxxxxEsq.("Escrowee"), Xxxxxxhaving an office at 00000 Xxxxxxxxx, Xxxxxxxxxxxxx 00000 Suite 260, Irvine, CA, 92612, immediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(b) Prior to the Closing Date, the parties shall deliver or remotely via shall cause to be delivered the exchange following: (A) the Company shall deliver to Escrowee for the benefit of documents and signaturesthe Purchasers (1) at 11:00 a.m., Eastern time, the Debentures in the aggregate principal amount indicated below each Purchaser's name on the date signature page to this Agreement, registered in the name of each such Purchaser, 10 Common Stock purchase warrants for every $1.00 dollar of principal amount indicated below each Purchaser's name on the signature page of this Agreement unless another date, place each in the form of Exhibit D, registered in the name of the appropriate Purchasers, pursuant to which the Purchasers shall have the right at any time and from time to time thereafter through the fifth (5th) anniversary of the Closing Date to acquire an aggregate of 4,000,000 shares of Common Stock, at an exercise price per share (subject to adjustment as provided therein) equal to 110 % of the average of the Per Share Market Values for the five (5) days immediately preceding the Closing Date (collectively, the "Warrants"), (3) the legal opinion of Xxxxxx Xxxxxxx Xxxxxx & Xxxxxxx, LLC, outside counsel to the Company in the form acceptable to the parties hereto, and (4) all other documents, instruments and writings required to have been delivered at or time is agreed prior to the Closing by the Company pursuant to this Agreement, including (A) an executed Registration Rights Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), (B) an executed Security Agreement, dated the date hereof, by and among the Company and the Purchasers, in the form of Exhibit F (the "Security Agreement"), (E) the Irrevocable Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser shall deliver to Escrowee, for delivery to the Company the purchase price for the Debentures indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and to Escrowee for delivery upon funding, all documents, instruments and writings required to have been delivered at or prior to the Closing Date by such Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement, Security Agreement.
(c) The Company and the Purchasers agree that, upon the declaration of effectiveness of the Registration Statement to be filed pursuant to the Registration Rights Agreement (the "Effective Date "), provided that the trading price of the Common Stock is at least $.12 for the ten (10) consecutive trading days immediately preceding the Effective Date, the Purchasers will be obligated to purchase, and the Company shall be obligated to sell and issue to the Purchasers, additional debentures ("Additional Debentures") in the aggregate principal amount of Four Hundred Thousand ($400,000) and additional warrants ("Additional Warrants") to purchase sixtyan aggregate of 4,000,000 shares of Common Stock for an aggregate purchase price of Four Hundred Thousand Dollars ($400,000), with the closing of such purchase to occur within forty-six percent five (66%45) days of the shares Effective Date. The terms of Series B Preferred Shares the Additional Debentures and the Additional Warrants shall be identical to the terms of the Debentures and the Warrants to be issued pursuant to this Agreement at on the Closing (Date, provided that the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes Initial Conversion Price (as defined in Section 1.4(bthe Debentures) for the Additional Debentures shall be four hundredths of one dollar ($.04)) in accordance with Section 1.4(b), (iii) net exercise of . The Common Stock underlying the Additional Debentures and the Additional Warrants shall be Registrable Securities (as defined in Section 1.4(b)the Registration Rights Agreement) and shall be included in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods.Registration Statement to be filed pursuant to the Registration Rights Agreement
Appears in 1 contract
Samples: Secured Convertible Debenture Purchase Agreement (Collectible Concepts Group Inc)
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares (the “Closing”) Closing shall take place at the offices of Xxxxxx Xxxxxxxx LLPHale xxx Dorr XXX, 000 Xxxx 60 Sxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (or remotely via the exchange of documents and signatures) xxxmencing at 11:00 10:00 a.m., Eastern local time, on July 15, 1997, or, if all of the conditions to the obligations of the Parties to consummate the transactions contemplated hereby have not been satisfied or waived by such date, on such mutually agreeable later date as soon as practicable after the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (the "Closing Date").
(b) Unless otherwise agreed by the Buyer and the Stockholders' Representative (as defined below), the Closing of the transactions contemplated by this Agreement shall take place simultaneously with the closing of the acquisition by the Buyer of additional shares of the issued and outstanding capital stock of the Company which, when added to the Company Shares, represent not less than 90% of the capital stock and votes of the Company issued and outstanding immediately prior to the Closing (including without limitation at least 90% of the Company's Series A Stock and at least 90% of the Company's Series B Stock) (all such issued and outstanding capital stock being hereinafter referred to as the "Outstanding Company Shares"). Such acquisitions (collectively, the "Acquisition") shall be effected by this Agreement and certain other Stock Purchase Agreements (the "Other Stock Purchase Agreements") entered into on or after the date of this Agreement unless another datehereof among the Buyer, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent holders of such Outstanding Company Shares (66%) such holders of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the ClosingOutstanding Company Shares, including the Company will issue and deliver certificates evidencing Stockholders, being hereinafter referred to as the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b"Selling Stockholders")) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methods.
Appears in 1 contract
Samples: Stock Purchase Agreement (Security Dynamics Technologies Inc /De/)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions Purchasers shall purchase an aggregate of this Agreement, including 845,594 shares of Common Stock (the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)10,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Robixxxx Xxxvxxxxx Xxxrxx Xxxnxxxx & Xermxx XXX ("Robixxxx Xxxvxxxxx"), 1290 Xxxxxx Xxxxxxxx LLPxx xxx Xxxxxxxx, 000 Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxx, Xxxxxxxxxxxxx 00000 (xxmediately following the execution hereof or remotely via such later date as the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the parties shall agree. The date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (is hereinafter referred to as the “"Closing Date”). ."
(ii) At the Closing, the Company will issue and parties shall deliver certificates evidencing the Series B Preferred Shares or shall cause to be sold at delivered the Closing following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing the number of Shares indicated below such Purchaser's name on the Purchasers against payment signature page of this Agreement, registered in the full purchase price therefor by (i) wire transfer name of immediately available U.S. fundssuch Purchaser, (ii2) cancellation or conversion a Common Stock purchase warrant, in the form of Exhibit A, registered in the Notes name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (as defined in Section 1.4(b)) in accordance with Section 1.4(beach an "Adjustable Warrant"), (iii3) net a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms set forth therein, at an exercise price per share (subject to adjustment as provided therein) of $14.235 (each, a "Closing Warrant" and together with the Warrants Adjustable Warrants, the "Warrants"), (as defined 4) the legal opinion of Straxxxxx Xxxcx Xxxlxxx & Xautx, xxtside counsel to the Company, substantially in Section 1.4(bthe form of Exhibit C, and (5) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement"), and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver to the Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in accordance with Section 1.4(bUnited States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company, and (2) all documents, instruments and writings required to have been delivered at or (iv) any combination of prior to the foregoing methodsClosing Date by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Neotherapeutics Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers andand the Purchasers shall, subject to severally, and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number from the Company, over the period of time described herein, the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)3,000,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “"Closing”") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxximmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date."
(ii) On the Closing Date, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange Company shall deliver to each Purchaser: (1) Debentures registered in the name of documents and signatures) at 11:00 a.m., Eastern time, such Purchaser in the aggregate principal amount of 2/3 of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, (2) the legal opinion of Blau, Kramer, Wactlar & Xxxxxxxxx, P.C., outside counsel to the Company, in the form of Exhibit C, (3) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the "Registration Rights Agreement"), and (5) Transfer Agent Instructions, in the form of Exhibit D, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"), and (B) each Purchaser shall deliver to the Company: (1) 2/3 of the purchase price indicated below such Purchaser's name on the signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) an executed Registration Rights Agreement.
(iii) On the Purchasers obligated to purchase sixty-six percent 30th day following the Closing Date or such other date as the parties may agree (66%) such 30th day, the "First Additional Funding Date"), if each of the shares conditions listed in Section 3.14 hereof shall have been either satisfied by the Company or waived by the Purchasers, then: (A) the Company will, against delivery of Series B Preferred Shares the amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, Debentures in the aggregate principal amount of 1/6 of the purchase price indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser (the "First Additional Debentures" which shall be issued pursuant included within the definition of "Debentures") , and (B) each Purchaser will deliver to the Company, 1/6 of the purchase price indicated below such Purchaser's name on the signature page to this Agreement at in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose.
(iv) On the earlier to occur of (x) the 60th day following the Closing Date and (y) the second Trading Day following the date that the Underlying Shares Registration Statement (as defined herein) is filed with the Securities and Exchange Commission (the “Closing Date”). At "Commission") or such other date as the Closingparties may agree (such earlier date, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to "Second Additional Funding Date"), if each of the Purchasers conditions listed in Section 3.15 hereof shall have been either satisfied by the Company or waived by the Purchasers, then: (A) the Company will, against payment delivery of the full amounts set forth in clause (B) in this paragraph, deliver to each Purchaser, Debentures in the aggregate principal amount of 1/6 of the purchase price therefor indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser (the "Second Additional Debentures" which shall be included within the definition of "Debentures") , and (B) each Purchaser will deliver to the Company, 1/6 of the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of to an account designated in writing by the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsCompany for such purpose.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Computer Concepts Corp /De)
The Closing. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale to, and purchase by, the Purchaser of the Series B Preferred Sellers' Shares (the “"Closing”") shall take place occur at the offices of Xxxxxx Xxxxxxxx Sullivan & Cromwell LLP, 000 Xxxx Xxxxxx1 New Fetter Lane, XxxxxxLondon EC4A 1AN Englanx (x) xx or xxxxxx March 00, Xxxxxxxxxxxxx 00000 0000, xx (or remotely via xx) xx such other time and place as the exchange of Sellers and the Purchaser may mutually agree. The date on which the Closing occurs is referred to as the "Closing Date". At the Closing, each Seller shall deliver to the Purchaser the documents and signatures) at 11:00 a.m., Eastern time, on the date of this Agreement unless another date, place or time is agreed referred to in writing by the Company Sections 4.1 and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”)6.1 hereof. At the Closing, the Company will issue Purchaser shall deliver to each Seller the other documents referred to in Sections 5.1 and 6.1 hereof. On or prior to Closing, the Purchaser shall supply the name of its nominee(s) and the number of shares and share certificates to be issued to the Purchaser or its nominee(s), which shall be delivered to the Purchaser at the address set forth in Section 10. Within 4 business days after the Closing, each Seller shall deliver the Seller's Shares to be transferred to the Purchaser pursuant to Section 1.1 above to Astralis's then transfer agent, together with any other necessary documents (as required under Section 1.3) and shall instruct the transfer agent to deliver to the Purchaser one or more certificates evidencing the Series B Preferred Sellers' Shares duly registered in the name of the Purchaser or its nominee(s). Each Seller shall provide copies of the documents submitted to Astralis's transfer agent within 2 business days following such submission. Within 5 business days of receipt of the Sellers' Shares duly registered in the name of the Purchaser or its nominee(s), the Purchaser shall allot the SkyePharma Shares to be sold at the Closing issued to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined Seller pursuant to Section 1.2 above and deliver to each Seller one certificate in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsrespect thereof.
Appears in 1 contract
The Closing. (a) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number an aggregate of 2,191,781 shares of Common Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "SHARES") for an aggregate purchase price of $0.84 per share (“Purchase Price”)5,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “Closing”"CLOSING") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("XXXXXXXX XXXXXXXXX"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxx, Xxxxxxxxxxxxx 00000 (immediately following the execution hereof or remotely via such later date as the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the parties shall agree. The date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (is hereinafter referred to as the “Closing Date”). "CLOSING DATE." At the Closing, the Company will issue and parties shall deliver certificates evidencing the Series B Preferred Shares or shall cause to be sold at delivered the Closing following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing the number of Shares indicated below such Purchaser's name on the Purchasers against payment signature page of this Agreement, registered in the full purchase price therefor by (i) wire transfer name of immediately available U.S. fundssuch Purchaser, (ii2) cancellation or conversion a Common Stock purchase warrant, in the form of EXHIBIT A, registered in the Notes name of such Purchaser, pursuant to which such Purchaser shall have the EXHIBIT 10(A)-1. right to acquire shares of Common Stock upon the terms and in such number as set forth therein (as defined each a "WARRANT" and collectively, the "WARRANTS"), (3) the legal opinion of Xxxxxx Godward LLP, outside counsel to the Company, substantially in Section 1.4(bthe form of EXHIBIT D, (4) an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT") and (5) the Escrow Agreement (the "ESCROW AGREEMENT") of even date hereof, among the Company, Xxxxxx Capital Group, Ltd. and Lasalle National Bank (the "ESCROW AGENT"), and (B) each Purchaser shall deliver to the Escrow Agent for delivery in accordance with Section 1.4(b)the Escrow Agreement) (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer as designated in the Escrow Agreement for such purpose, and (iii2) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsan executed Registration Rights Agreement and Escrow Agreement.
Appears in 1 contract
The Closing. (a) The Company agrees to issue and sell Subject to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreementhereof, including the closing conditions set forth in Section 2.1, (the Purchasers, severally but not jointly, agree to purchase that number "Closing") of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” purchase and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a purchase price of $0.84 per share (“Purchase Price”). The closing of the sale of the Series B Preferred Shares (the “Closing”) shall Notes and Warrants will take place at the offices of Xxxxxx Xxxxxxxx LLPMorgxx, 000 Xxxxx & Xockxxx, XXP, located at 101 Xxxx Xxxxxx, XxxxxxXxx Xxxx, Xxxxxxxxxxxxx 00000 (or remotely via the exchange of documents Xxx Xxxx, xx such time and signatures) at 11:00 a.m., Eastern time, on the date of this Agreement unless another date, place or time is as shall be mutually agreed to in writing by the Company and the Purchasers. Such time and date are herein referred to as the "Closing Date".
(b) Subject to the terms and conditions hereof, on the Closing Date (i) the Company will deliver to each Purchaser (A) a Note or Notes, substantially in the form of Exhibit B hereto, payable to such Purchaser (or its nominee as notified to the Company), and dated the Closing Date, in the aggregate principal amount set forth opposite such Purchaser's name on Exhibit A, and (B) a Warrant or Warrants evidenced by certificates substantially in the form of Exhibit C hereto and dated the Closing Date, for the number of shares of the Company's Common Stock set forth opposite such Purchaser's name on Exhibit A, and (ii) upon such Purchaser's receipt thereof, such Purchaser will deliver to the Company by wire transfer an amount equal to the purchase price for such Notes and Warrants (as specified in Section 1(a) hereof) payable to the order of the Company in federal or other immediately available funds.
(c) The Purchasers obligated to purchase sixty-six percent (66%acknowledge that the Notes and the Warrants constitute an "investment unit" within the meaning of Section 1273(c)(2) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (the “Closing Date”). At the Closing, Code and that the Company will allocate the "issue and deliver certificates evidencing price" (within the Series B Preferred Shares to be sold at the Closing to each meaning of Section 1273(b) of the Purchasers against payment Code) of such investment unit, for all Income Tax purposes, between the full purchase price therefor by Notes and Warrants as follows: (i) wire transfer the price at which all of immediately available U.S. funds, the Warrants were sold by the Company is $602,000 and (ii) cancellation or conversion the price at which all of the Notes (as defined in were sold was $6,398,000. Each Purchaser agrees to abide by Treasury Regulation Section 1.4(b)1.1273-2(h)(2) in accordance with Section 1.4(b), (iii) net exercise respect to such allocation of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsissue price.
Appears in 1 contract
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions Purchasers shall purchase an aggregate of this Agreement, including 784,616 shares of Common Stock (the closing conditions set forth in Section 2.1, the Purchasers, severally but not jointly, agree to purchase that number of the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "Shares") for an aggregate purchase price of $0.84 per share (“Purchase Price”)5,100,000. The closing of the purchase and sale of the Series B Preferred Shares (the “"Closing”") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("Xxxxxxxx Xxxxxxxxx"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxx, Xxxxxxxxxxxxx 00000 (immediately following the execution hereof or remotely via such later date as the exchange of documents and signatures) at 11:00 a.m., Eastern time, on the parties shall agree. The date of this Agreement unless another date, place or time is agreed to in writing by the Company and the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued pursuant to this Agreement at the Closing (is hereinafter referred to as the “"Closing Date”). ."
(ii) At the Closing, the Company will issue and parties shall deliver certificates evidencing the Series B Preferred Shares or shall cause to be sold at delivered the Closing following: (A) the Company shall deliver to each Purchaser (1) a stock certificate representing the number of Shares indicated below such Purchaser's name on the Purchasers against payment signature page of this Agreement, registered in the full purchase price therefor by (i) wire transfer name of immediately available U.S. fundssuch Purchaser, (ii2) cancellation or conversion a Common Stock purchase warrant, in the form of Exhibit A, registered in the Notes name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire shares of Common Stock upon the terms and in such number as set forth therein (as defined in Section 1.4(b)) in accordance with Section 1.4(beach an "Adjustable Warrant"), (iii3) net a Common Stock purchase warrant, in the form of Exhibit B, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page of this Agreement, upon the terms set forth therein, at an exercise price per share (subject to adjustment as provided therein) of $7.50 (each, a "Closing Warrant" and together with the Warrants Adjustable Warrants, the "Warrants"), (as defined 4) the legal opinion of Xxxxx & Xxxxxxx LLP, outside counsel to the Company, substantially in Section 1.4(bthe form of Exhibit C, and (5) all other documents, instruments and writings required to be delivered at or prior to the Closing by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit D (the "Registration Rights Agreement"), and the Transfer Agent Instructions, in the form of Exhibit E, delivered to and acknowledged by the Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver to the Company (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in accordance with Section 1.4(bUnited States dollars in immediately available funds by wire transfer to an account designated for such purpose prior to the Closing Date in writing by the Company, and (2) all documents, instruments and writings required to have been delivered at or (iv) any combination of prior to the foregoing methodsClosing Date by such Purchaser pursuant to this Agreement, including an executed Registration Rights Agreement.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cybershop International Inc)
The Closing. (ai) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number 300 shares of Preferred Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "SHARES") for an aggregate purchase price of $0.84 per share (“Purchase Price”)3,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “Closing”"CLOSING") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("XXXXXXXX XXXXXXXXX"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxximmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE."
(ii) At the Closing, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange Company shall deliver to each Purchaser (1) stock certificates, registered in the name of documents and signatures) at 11:00 a.m.such Purchaser, Eastern time, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another dateby 10,000, place (2) a Common Stock purchase warrant, in the form of EXHIBIT D, registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page to this (collectively, the "WARRANTS"), (3) the legal opinion of Xxxx & Xxxxx Professional Corporation, counsel to the Company in the form of EXHIBIT C, and (4) all other documents, instruments and writings required to have been delivered at or time is agreed prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT") the Irrevocable Transfer Agent Instructions, in the form of EXHIBIT E, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS"), and a letter agreement, dated the date hereof, among the Company and the Purchasers, in the form of EXHIBIT F (the "LETTER AGREEMENT"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued Closing Date by such Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsLetter Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Hawker Pacific Aerospace)
The Closing. (a) The Closing.
(i) Subject to the terms and conditions set forth ----------- in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number of from the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under Company the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a Debentures for an aggregate purchase price of $0.84 per share (“Purchase Price”)5,000,000. The closing of the purchase and sale of the Series B Preferred Shares Debentures (the “"Closing”") shall take place at the ------- offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("Xxxxxxxx -------- Xxxxxxxxx"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxximmediately --------- following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "Closing Date." -------------
(ii) Prior to the Closing Date, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange of documents and signaturesCompany shall deliver to each Purchaser (1) at 11:00 a.m., Eastern time, the Debentures in the aggregate principal amount indicated below such Purchaser's name on the signature page to this Agreement, registered in the name of such Purchaser, (2) a Common Stock purchase warrant, in the form of Exhibit D, registered in the name of such Purchaser, pursuant to which such --------- Purchaser shall have the right at any time and from time to time thereafter through the fifth anniversary of the Closing Date to acquire the number of shares of Common Stock indicated below such Purchaser's name on the signature page to this (collectively, the "Warrants"), (3) the legal opinion of XxXxxxx & -------- Xxxxx, outside counsel to the Company, in the form of Exhibit C, --------- and (4) all other documents, instruments and writings required to have been delivered at or prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of Exhibit B (the --------- "Registration Rights Agreement"), and the Irrevocable Transfer Agent ----------------------------- Instructions, in the form of Exhibit E, delivered to and acknowledged by the ------------ --------- Company's transfer agent (the "Transfer Agent Instructions"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement unless another date, place or time is agreed in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued Closing Date by such Purchaser pursuant to this Agreement at the Closing (the “Closing Date”). At the ClosingAgreement, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. fundsincluding, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b)without limitation, (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsan executed Registration Rights Agreement.
Appears in 1 contract
Samples: Convertible Debenture Purchase Agreement (Sonic Foundry Inc)
The Closing. (a) The Subject to the terms and conditions set forth in this Agreement, the Company agrees to shall issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, including the closing conditions set forth in Section 2.1, the PurchasersPurchasers shall, severally but and not jointly, agree to purchase that number 600 shares of Preferred Stock (the Series B Preferred Shares set forth opposite their respective names in Schedule A attached hereto under the heading “No. of Series B Preferred Shares Purchased with Cash or Conversion of Notes” and under the heading “No. of Series B Preferred Shares Purchased by Net Exercise of Warrants” at a "SHARES") for an aggregate purchase price of $0.84 per share (“Purchase Price”)6,000,000. The closing of the purchase and sale of the Series B Preferred Shares (the “Closing”"CLOSING") shall take place at the offices of Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx LLP& Xxxxxx LLP ("XXXXXXXX XXXXXXXXX"), 000 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx Xxxxxx00000, Xxxxxximmediately following the execution hereof or such later date as the parties shall agree. The date of the Closing is hereinafter referred to as the "CLOSING DATE." On the Closing Date, Xxxxxxxxxxxxx 00000 the parties shall deliver or shall cause to be delivered the following: (or remotely via A) the exchange Company shall deliver to each Purchaser (1) stock certificates, registered in the name of documents and signatures) at 11:00 a.m.such Purchaser, Eastern time, representing a number of Shares equal to the quotient obtained by dividing the purchase price indicated below such Purchaser's name on the date of signature page to this Agreement unless another dateby 10,000, place (2) the legal opinions of Hunton & Xxxxxxxx, outside counsel to the Company, and Xx. Xx Xxxxxxx, general counsel to the Company, each substantially in the form of EXHIBIT C-1 and EXHIBIT C-2, respectively, and (3) all other documents, instruments and writings required to have been delivered at or time is agreed prior to the Closing Date by the Company pursuant to this Agreement, including an executed Registration Rights Agreement, dated the date hereof, among the Company and the Purchasers, in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"), the Transfer Agent Instructions, in the form of EXHIBIT D, delivered to and acknowledged by the Company's transfer agent (the "TRANSFER AGENT INSTRUCTIONS") and an executed Letter Agreement, dated the date hereof, among the Company and the Purchasers, in the form of EXHIBIT E (the "LETTER AGREEMENT"); and (B) each Purchaser shall deliver (1) the purchase price indicated below such Purchaser's name on the signature page to this Agreement in United States dollars in immediately available funds by wire transfer to an account designated in writing by the Company for such purpose, and (2) all documents, instruments and writings required to have been delivered at or prior to the Purchasers obligated to purchase sixty-six percent (66%) of the shares of Series B Preferred Shares to be issued Closing Date by such Purchaser pursuant to this Agreement, including, without limitation, an executed Registration Rights Agreement at the Closing (the “Closing Date”). At the Closing, the Company will issue and deliver certificates evidencing the Series B Preferred Shares to be sold at the Closing to each of the Purchasers against payment of the full purchase price therefor by (i) wire transfer of immediately available U.S. funds, (ii) cancellation or conversion of the Notes (as defined in Section 1.4(b)) in accordance with Section 1.4(b), (iii) net exercise of the Warrants (as defined in Section 1.4(b)) in accordance with Section 1.4(b) or (iv) any combination of the foregoing methodsLetter Agreement.
Appears in 1 contract
Samples: Convertible Preferred Stock Purchase Agreement (Intelidata Technologies Corp)
