Authorization and Closing Sample Clauses

Authorization and Closing. 17 2.1 Authorization of the Securities .................................................. 18 2.2 Purchase and Sale of the Securities .............................................. 18 2.3 The Closing ...................................................................... 18 2.4 The Supplemental Closing ......................................................... 19

Authorization and Closing. 4 A. Authorization of the Units...................................................... 4 B. Purchase and Sale of the Units.................................................. 4 C. The Closing.....................................................................

Authorization and Closing. Newco has authorized the issuance to (i) EIS of 2,388 shares of Common Stock and (ii) Isis of 9,612 shares of Common Stock, issuable as provided in Clause 4.3 hereof.

Authorization and Closing. On the Closing Date, Newco authorized the issuance to (i) EIS of 2,388 Preference Shares and (ii) Generex of 6,000 Common Shares and 3,612 Preference Shares, all of which Shares have been validly issued and are non-assessable, and no other Shares or rights to purchase Shares or securities convertible into Shares have been issued by Newco.

Authorization and Closing. Newco has authorized the issuance to (i) EIS of [*****] shares of Common Stock and (ii) Celtrix of [*****] shares of Common Stock, issuable as provided in Clause 4.3 hereof.

Authorization and Closing. (a) Authorization of the Securities. ATC has authorized the issue and sale ------------------------------- to CSFB, and CSFB has agreed to purchase 500,000 shares of ATC Common Stock (collectively, the "Subject Shares") at a purchase price equal to $26.3125 per share.

Authorization and Closing. (a) Authorization of the Securities. ATS has authorized the issue and sale to the Purchasers, and the Purchasers, severally and not jointly, have agreed to purchase, the respective number of shares of ATS Common Stock set forth below opposite the names of the Purchasers (collectively, the "Subject Shares") at a purchase price equal to $10.00 per share. Name of Purchaser Number of Shares Class of Stock ---------------- ---------------- -------------- ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇* 4,000,000 Class B ▇▇▇▇ Box* 450,000 Class A ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 300,000 Class A Chase Equity Associates 2,000,000 Class C ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 25,000 Class A ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 400,000 Class A ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 25,000 Class A ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇* 465,000 Class B ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇* 22,500 Class B ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 15,000 Class A ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇ 26,550 Class A ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Irrevocable Trust 80,000 Class B ▇▇▇▇ ▇. ▇▇▇▇▇▇ Irrevocable Trust 82,450 Class B Alden ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 35 Trust 22,500 Class A ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Foundation 36,000 Class A ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 50,000 Class A * Indicates that payment to be made in the form of a Purchaser Note (collectively, the "Note Purchasers").

Authorization and Closing. Newco has authorized the issuance to (i) EIS of 2,388 Preference Shares and (ii) SafeScience of 6,000 Common Shares and 3,612 Preference Shares, issuable as provided in Clause 4.3 hereof.

Authorization and Closing a. Authorization of the Stock and the Warrants. The Company shall ------------------------------------------- authorize the issuance and sale (i) to SBAF of 20,000 shares of its Series A Preferred Stock, par value $.01 per share (the "Preferred Stock"), having the --------------- rights and preferences set forth in the Certificate of Designation set forth in Exhibit A attached hereto, and (ii) to Liberty of: (A) 144,928 shares of its --------- Common Stock, par value $.01 per share (the "Common Stock" and, collectively ------------ with the Preferred Stock, the "Stock"), having the rights and preferences set ----- forth in the Articles of Incorporation set forth in Exhibit B attached --------- hereto,(B) a stock purchase warrant initially exercisable for an aggregate of 565,966 shares of Common Stock, having the terms and conditions and in the form set forth in Exhibit C attached hereto (the "Series A Warrant"), and (C) a stock --------- ---------------- purchase warrant initially exercisable for an aggregate of 424,474 shares of Common Stock, having the terms and conditions and in the form set forth in Exhibit D attached hereto (the "Series B Warrant" and, collectively with the --------- ---------------- Series A Warrant, the "Warrants"). The Stock and the Warrants are referred to -------- herein collectively as the "Securities." ---------- b. Purchase and Sale of the Stock and the Warrants. At the Closing ----------------------------------------------- (as defined below), the Company shall sell to each Purchaser and, subject to the terms and conditions set forth herein, each Purchaser shall purchase from the Company, the number and type of Securities set forth opposite such Purchaser's name on the Schedule of Purchasers attached hereto for the purchase price set ---------------------- forth with respect thereto on the Schedule of Purchasers. Each of the ---------------------- Purchasers and the Company acknowledges and agrees that the fair market value of the Warrants issued hereunder shall be as set forth on the attached Schedule of ----------- Purchasers and that, for all purposes (including tax and accounting), the ---------- consideration for the issuance of the Warrants shall be allocated as set forth on the attached Schedule of Purchasers. Each of the Purchasers and the Company ---------------------- shall file, and the Company shall cause each of its Subsidiaries to file, their respective federal, state and local tax returns in a manner which is c...