Issuance and Purchase of Common Stock. (a) At the Initial Closing, based upon the representations, warranties, covenants and agreements of the parties set forth in this Agreement, the Company shall issue and sell to each Investor identified on EXHIBIT A-1 attached hereto, and each such Investor shall purchase from the Company, that number of Shares set forth opposite such Investor’s name on EXHIBIT A-1 attached hereto. At the Initial Closing, the Company shall deliver to each such Investor a copy of the Instruction Letter against payment of the purchase price set forth opposite such Investor’s name on EXHIBIT A-1.
Issuance and Purchase of Common Stock. (a) Subject to the terms and conditions of this Agreement, the Company agrees to (i) issue and sell to the Purchaser (or to another member of the First Reserve Group designated by the Purchaser), in such proportion as the Purchaser shall designate prior to the Closing Date, and the Purchaser (or such other member of the First Reserve Group) agrees to subscribe for and purchase from the Company, Four Million Five Hundred Thousand (4,500,000) shares of Common Stock of the Company at a purchase price of $16.00 per share (the number of shares of Common Stock so delivered being referred to herein as the "Shares").
Issuance and Purchase of Common Stock. Subject to the terms and conditions of this Agreement, the Company shall sell to the Purchasers, and the Purchasers shall purchase, severally and not jointly, from the Company, each such Purchaser acquiring the number of shares specified opposite the name of such Purchaser on APPENDIX A, an aggregate of Two Hundred Eighty Eight Thousand (288,000) shares (the "SHARES") of the Company's common stock, par value $.01 per share, for a purchase price of $9.50 per share (the "PURCHASE PRICE").
Issuance and Purchase of Common Stock. Subject to the terms and conditions of this Agreement, the Company shall sell to the Purchasers, and the Purchasers shall purchase from the Company up to an aggregate of 6,666,667 shares of the Company’s Common Stock (the “Shares”), par value $.0001 per share, for a purchase price of $0.75 per share (the “Purchase Price”). In addition to the Shares purchased by the Purchasers hereunder, in exchange for the Purchase Price the Purchasers shall receive warrants to purchase three shares of Common Stock for every four Shares purchased in the Offering (the “Warrants”). Such Warrants shall consist of two series; Series 2007 - Redeemable, in the form attached hereto as Exhibit B, and Series 2007 Non-Redeemable, in the form attached hereto as Exhibit C. For every four Shares purchased the Purchaser shall receive Series 2007 - Redeemable warrants to purchase two shares of Common Stock and Series 2007 - Non-Redeemable warrants to purchase one share of Common Stock. The Purchasers acknowledge that the minimum subscription is $50,000. The Company (in its sole discretion) can accept subscriptions of a lesser amount. Each Purchaser agrees to deliver funds for such Purchaser’s aggregate subscription wire transfer to the following non-interest bearing escrow account: Colorado Business Bank 000 00xx Xxxxxx Xxxxxx, Xxxxxxxx 00000 ABA Routing Number: 000000000 Account Name: Xxxxx, Figa & Will, P.C. Escrow Account Account Number: 0000000 The forwarded funds will be held in the escrow account without interest or deduction. Upon signing below, the Purchaser should deliver the counterpart signature page to this Agreement, together with a completed Investor Suitability Questionnaire in the form attached as Schedule 4.6 hereto, to: Xxxxx, Figa & Will, P.C., Attention: Xxxxx X. Xxxxx, Esq., 6400 X. Xxxxxxx’x Green Circle, Suite 1000 Xxxxxxxxx Xxxxxxx, Xxxxxxxx 00000 Fax: (000) 000-0000 E-mail: xxxxxx@xxx-xxx.xxx. Each Purchaser fully understands that the Purchaser’s subscription will not be returned, except in the event that the Company either fails to meet the Minimum Offering (as defined in the Term Sheet) or rejects the subscription, which it may do in its sole discretion.
Issuance and Purchase of Common Stock. Subject to the terms and conditions of this Agreement, the Company shall sell to the Purchasers, and the Purchasers shall purchase from the Company, 1,517,647 shares (the "Shares") of the Company's common stock, par value $.001 per share, together with warrants to purchase 758,822 shares of Common Stock in the form attached hereto as Exhibit A (the "Warrants") for an aggregate purchase price of $7,042,792.66 (the "Purchase Price").
Issuance and Purchase of Common Stock. Subject to the terms and conditions of this Agreement, the Company shall sell to the Purchasers, and the Purchasers shall purchase from the Company, Three Million Two Hundred Fifty Thousand (3,250,000) shares (the "SHARES") of the Company's common stock, par value $.001 per share, together with warrants to purchase One Million Six Hundred Twenty-Five Thousand (1,625,000) shares of Common Stock in the form attached hereto as Exhibit A (the "WARRANTS") for an aggregate purchase price of Sixteen Million Two Hundred Fifty and No/100 Dollars ($16,250,000) (the "PURCHASE PRICE").
Issuance and Purchase of Common Stock. Subject to the terms and conditions of this Agreement, Issuer will issue and sell to Investor, and Investor will purchase from Issuer, a number of shares (the "Shares") of Common Stock equal to the aggregate purchase price hereunder divided by the per share purchase price, each as set forth herein, rounded up to the next whole number of shares. The aggregate purchase price shall be $14,840,000. The per share purchase price shall be equal to $53.00 (the "Purchase Price").
Issuance and Purchase of Common Stock. Upon the terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations and warranties hereinafter set forth, at the Closing, the reorganized Company will issue, sell and deliver to the Investor, and the Investor will purchase from the reorganized Company, a number of Class B Common Shares, free and clear of all Liens, other than Liens created by the Investor, and representing 79.9% of the total equity capital of the Company, on a Fully Diluted Basis, for an aggregate purchase price of one hundred million dollars ($100,000,000) (the Investment Price ). Prior to the Closing, the Investor and the Company will set the number of Class B Common Shares and Class A Common Shares to be issued provided that the Class B Common Shares issued to the Investor shall represent 79.9% of the total equity capital of the Company on a Fully Diluted Basis.
Issuance and Purchase of Common Stock. WARRANTS AND CLASS A PREFERRED SHARES
Issuance and Purchase of Common Stock. At the Closing and after giving effect to the Reverse Split, based upon the representations, warranties, covenants and agreements of the parties set forth in this Agreement, the Company shall issue and sell to the Investors, and the Investors shall purchase from the Company, an aggregate of 1,698,212 Shares, which are being allocated among the Investors as provided in Exhibit A attached hereto. At the Closing, the Company will issue and deliver to each of the Investors a stock certificate registered in the name of each such Investor representing the number of Shares set forth opposite such Investor’s name on Exhibit A, against payment of the percentage of the Purchase Price set forth opposite such Investor’s name on Exhibit A. At the Closing, no more than 3,329,828 shares of common stock shall be issued and outstanding. The Shares to be issued to the Investors will equal, in the aggregate, fifty-one percent (51%) of the outstanding capital stock of the Company on the Closing Date, on a fully-diluted basis, after giving effect to the exercise of all exercisable instruments and securities. The Company represents and warrants that without limitation, this calculation takes into account any shares of Common Stock issuable upon the exercise of outstanding options or warrants to purchase shares of Common Stock and that no convertible securities are issued and outstanding.
