Purchase Price and Closing Sample Clauses

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc., 460 St- Xxxxxxx, Xxxxx 00, Xxxxxxxx, xxxxxxxx xx Quebec, Canada (the "Closing") at 11:59 p.m., Eastern time (i) on or before November 8th, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. The purchase price for the Property is One Million Dollars ($1,000,000.00) (the “Purchase Price”). The Purchase Price shall be paid by Purchaser as follows: 3.1 Within five (5) business days after the Effective Date, Purchaser shall deposit the sum of Ten Thousand Dollars ($10,000.00) (the “Xxxxxxx Money Deposit”) with Park City Title Company (the “Escrow Agent”). 3.2 Upon payment of the Xxxxxxx Money Deposit, Seller shall grant to Buyer all necessary access to the Property to conduct necessary due diligence (“Due Diligence Period”) prior to purchase. The Due Diligence Period shall expire ninety (90) days from the Effective date. In the event any soil sampling or other testing needs to occur beyond the initial Due Diligence Period, Seller agrees that the Due Diligence period may be extended at the request of the Purchaser, for an additional sixty (60) days to allow for testing in a snow-free environment. If prior to the close of the Due Diligence Period, the Purchaser determines in its sole and absolute discretion that circumstances exist which render the Property unsuitable for the Purchaser’s intended use, the Purchaser may terminate this Agreement by giving written notice to Sellers and Escrow Agent in which event this Agreement shall be canceled and the Xxxxxxx Money shall be returned to the Purchaser. If the Purchaser fails to give such notice prior to the expiration of the Due Diligence Period, then the Purchaser will be deemed to have determined that the Property is suitable for Purchaser’s intended use. 3.3 Upon Closing [defined below], the Xxxxxxx Money Deposit shall be applied against the Purchase Price, and the balance of the Purchase Price shall be paid to Seller in immediately available funds. 3.4 The closing (the “Closing”) shall occur sixty (60) days after the close of the Due Diligence Period (the “Closing Date”). The Closing shall be held at the offices of the Escrow Agent or such other location as the parties shall mutually designate. Seller and Purchaser shall have the right to extend the Closing Date by written agreement. In the event that Closing does not occur by the initial Closing Date or any extension agreed to in writing by Seller and Purchaser, this Agreement shall terminate, in which case the Xxxxxxx Money Deposit shall be released to Seller, and the parties shall be relieved of further liability hereunder with the exception of Purchaser’s obligations to Seller that survive any termination of this Agreement as described in Parag...

Purchase Price and Closing. 2 Section 1.4 Warrant......................................................................................2

Purchase Price and Closing. In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares, in each case, set forth opposite their respective names on Exhibit A. The closing of the purchase and sale of the Shares to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Frankel LLP, 1177 Avenue of the Americas, Xxx Xxxx, Xxx Xxxx 00036 (xxx "Xlosing") xx 00:00 x.x. xx Xxxxxxx 00, 0000 xx xx xxxx xxxx xnd on such date as the Purchasers and the Company may agree upon (the "Closing Date"), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith. At the Closing, the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of the Purchaser representing the number of Shares as is set forth opposite the name of such Purchaser on Exhibit A and (ii) any other deliveries as required by Article IV. At the Closing, each Purchaser shall deliver its portion of the Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. The Shareholder agrees to sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally, but not jointly, agree to purchase that number of the Units set forth opposite their respective names in Schedule 1.01. The aggregate purchase price of the Units being acquired by each Purchaser is set forth opposite such Purchaser's name in Schedule 1.01. The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Shareholder under this Agreement (the "Closing") shall take place (including by means of courier, facsimile and electronic transmissions) at the offices of Xxxxxx, Xxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m. on January 31, 2003 (the "Closing Date"). At the Closing, the Shareholder will deliver to each Purchaser certificates for the number of (i) Shares and (ii) Options, in each case, set forth opposite its name under the heading "Number of Common Shares" and "Number of Options", as applicable, in Schedule 1.01 registered, in each case, in such Purchaser's name (or its nominee), against delivery of a transfer of funds to the account of the Shareholder by wire transfer, representing the cash consideration for the Units set forth opposite such Purchaser's name under the heading "Aggregate Purchase Price" on Schedule 1.01.

Purchase Price and Closing. 1 1.04. Use of Proceeds................................................ 2 1.05. Representations by the Purchaser............................... 2 1.06.

Purchase Price and Closing. The Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representation, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase that number of the Shares to be issued in connection with each Draw Down. The closing under this Agreement shall take place at the offices of Xxxxxxx Xxxxxx & Green, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing") at 10:00 a.m. E.S.T. on (i) April 9, 2000, or (ii) such other time and place or on such date as the Purchaser and the Company may agree upon (the "Closing Date"). Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing.

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase for $0.25 per Share, such number of Ordinary Shares (each a “Share” and collectively the “Shares”) for an aggregate price of listed on the signature page hereto (the “Purchase Price”). (b) Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Shares (the “Closing”) shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxx & Li LLC, the Company’s legal counsel, on the date of the occurrence of completion of and receipt by the Company of the Purchase Price (the “Closing Date”). (c) Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to the Purchaser (i) a certificate for such number of Shares, and (ii) any other documents required to be delivered pursuant to this Agreement. At the time of the Closing, the Purchaser shall have delivered its Purchase Price by wire transfer pursuant to the wire information contained in this Agreement or by check.

Purchase Price and Closing. The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A (for each such Purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"). The closing of the purchase and sale of the Preferred Shares and Warrants shall take place at the offices of Jenkens & Gilchrist Parker Chapin LLP, The Chrysler Building, 405 Lexington Avxxxx, Xxx Xxxx, Xxx Xxxk 10174 (the "Closing") at 1:00 x.x. (xxxxxxx xxxx) xxxx xxx xxxxxxxxxxxx xf each of the conditions set forth in Article IV hereof (the "Closing Date"). Funding with respect to the Closing shall take place by wire transfer of immediately available funds on or prior to the Closing Date.