The Purchased Shares and Warrants Sample Clauses

The Purchased Shares and Warrants when issued and paid for as provided in the Agreement, will be duly authorized and validly issued, fully paid and nonassessable. The Warrant Shares have been duly and validly reserved for issuance upon exercise of the Warrants and, when issued and paid for upon exercise in accordance with the Warrants and the Restated Certificate (assuming no change in applicable law, the status of the holders of the Warrants, the Warrants or the Restated Certificate), the Warrant Shares will be duly authorized and validly issued, fully paid and nonassessable.
Sample 1
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The Purchased Shares and Warrants. The Company has duly authorized the issuance and sale to the Investors for an aggregate purchase price of $8,000,004 of (a) an aggregate of 5,333,336 shares (the "PURCHASED SHARES") of its authorized Class B Senior Redeemable Preferred Stock (the "CLASS B PREFERRED STOCK") and (b) the issuance of common stock purchase warrants (the "WARRANTS") to be in substantially the form of Exhibit B attached hereto for the purchase of an aggregate of 5,400,000 shares of the Company's common stock, no par value (the "COMMON STOCK"). The designations, rights and preferences and other terms and conditions relating to the Class B Preferred Stock are as set forth in Exhibit C attached hereto. The Purchased Shares and the Warrants are collectively referred to herein as the "SECURITIES".
Sample 1
The Purchased Shares and Warrants. The Company has authorized ---------------------------------------------- the issuance and sale to the Investors of an aggregate of 1,250,000 to 2,500,000 shares (the "Purchased Shares") of its authorized, but unissued shares of Common Stock at a purchase price of $4.00 per share. In addition, the Company has authorized the issuance to the Investors of warrants (the "Warrants") to purchase an aggregate of 312,500 to 625,000 shares of its authorized, but unissued shares of Common Stock at an exercise price equal to the average closing bid price of the Company's Common Stock over the fifteen (15) trading days ending on the third day prior to the Closing Date. The form of Warrant is attached hereto as Exhibit 1.1. (The Purchased Shares, any Additional Purchased ------------ Shares issued pursuant to Section 1.3, and the Warrants are collectively referred to as the "Securities").
Sample 1

Related to The Purchased Shares and Warrants

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Purchase and Sale of Debentures and Warrants Upon the ----------------------------------------------- following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible debentures in the aggregate principal amount of up to Four Million Dollars ($4,000,000.00) bearing interest at the rate of eight percent (8%) per annum, convertible into shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), in substantially the form attached hereto as ------------- Exhibit B (the "Debentures"), and warrants to purchase shares of Common Stock, ---------- ---------- in substantially the form attached hereto as Exhibit C (the "Warrants"), set --------- -------- forth with respect to such Purchaser on Exhibit A hereto. The aggregate ---------- purchase price may be funded in one or more tranches as agreed upon by the Company and the Purchasers. The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and/or upon such --------------- ------------ other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Notes and Warrants At or prior to the Closing, the Company shall have delivered to the Purchasers the Notes (in such denominations as each Purchaser may request) and the Warrants (in such denominations as each Purchaser may request).

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

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