Issuance and Sale of Shares and Warrants Sample Clauses

Issuance and Sale of Shares and Warrants. On the terms and subject to the conditions contained in this Agreement, and in reliance on the representations and warranties set forth in Article IV of this Agreement, at the Closing, the Company will issue and sell to Purchaser, and Purchaser will purchase from the Company, 1,116,388 shares of Series B Preferred Stock (together with Make Good Escrow Shares (as defined below) and Listing Shares (as defined below), collectively, “Series B Shares”) and warrants to purchase 7,814,719 shares of its Common Stock at an initial exercise price of $0.187 per share (subject to adjustments) for a period of five (5) years following the date of their issuance, substantially in the form attached hereto as Exhibit C (the “Warrants”; shares of common stock issuable upon exercise of the Warrants, the “Warrant Shares”) for an aggregate purchase price of Five Million Four Hundred Thousand U.S. Dollars ($5,400,000) (the “Purchase Price”).
Sample 1
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Issuance and Sale of Shares and Warrants. 1.01. Effective as of the Closing Date, BMC Capital, Inc. issues, sells, transfers, and assigns to Subscriber, and Subscriber irrevocably subscribes for, the Shares in consideration of Subscriber's payment of the Purchase Price and BMC Capital, Inc.'s disbursement to itself of the purchase Price from escrow on the Closing Date, as further described in Article 2 of this Agreement, and for other good and valuable consideration. For each two Shares subscribed, Subscriber will also receive (for no additional consideration) a Warrant to purchase one Share, and having an exercise price of $0.19 per share. Each such Warrant will be exercisable until the later of: (a) six months following the date of BMC Capital's initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of BMC Capital's Common Stock to the public; or (b) six months following the date as of which BMC Capital becomes a reporting company through a reverse merger, share exchange or other means.
Sample 1
Issuance and Sale of Shares and Warrants. On the terms and subject to the conditions contained in this Agreement, and in reliance on the representations and warranties set forth in Article IV of this Agreement, at the Closing, the Company will issue and sell to Purchaser, and Purchaser will purchase from the Company, 1,857,373 shares of Series A Preferred Stock (together with Make Good Escrow Shares (as defined below) and Listing Shares (as defined below), collectively, “Series A Shares”) and warrants to purchase 13,001,608 shares of its Common Stock at an initial exercise price of $0.187 per share (subject to adjustments) for a period of five (5) years following the date of their issuance, substantially in the form attached hereto as Exhibit C (the “Warrants”; shares of common stock issuable upon exercise of the Warrants, the “Warrant Shares”) for an aggregate purchase price of Nine Million U.S. Dollars ($9,000,000) (the “Purchase Price”). The Parties acknowledge and agree that the Company contemplates the sale and issuance of additional shares of Series A Preferred Stock of up to 1,116,388 shares (the “Additional Series A Shares”) and warrants to purchase additional shares of its Common Stock of up to 7,814,719 shares (the “Additional Warrants”) for an aggregate purchase price of up to Five Million Four Hundred Thousand U.S. Dollars ($5,400,000) under the terms and conditions substantially similar to the terms and conditions provided herein and in each other Transaction Document (as defined below) (such issuance and sale of the Additional Series A Shares and Additional Warrants and the transactions related thereto, the “Additional Series A Financing”; the closing of the Additional Series A Financing, the “Final Closing”; the date on which the Final Closing shall occur, the “Final Closing Date”; the purchasers who shall have purchased Additional Series A Shares and Additional Warrants in the Additional Series A Financing and together with its successors and assigns, each an “Additional Purchaser” and collectively, the “Additional Purchasers” and together with Purchaser, each a “Series A Purchaser” and collectively, the “Series A Purchasers”).
Sample 1
Issuance and Sale of Shares and Warrants. On the terms and subject to the conditions contained in this Agreement, and in reliance on the representations and warranties set forth in Article IV of this Agreement, at the Closing, the Company will issue and sell to Purchaser, and Purchaser will purchase from the Company, 18.73 shares of Series C Preferred Stock (“Series C Shares”) in consideration for an aggregate purchase price of Fifteen Million U.S. Dollars ($15,000,000) (the “Cash Purchase Price”) and four (4) shares of Series D Preferred Stock (“Series D Shares”) in consideration for entering into that certain Backstop Agreement substantially in the form attached hereto as Exhibit E (the “Backstop Agreement”, and together with the Cash Purchase Price, the “Purchase Price”).
Sample 1

Related to Issuance and Sale of Shares and Warrants

  • 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.

  • Issuance and Sale of Shares The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); of the Company’s ordinary shares, par value NIS 0.0000769 per share (the “Ordinary Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Ordinary Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus (as defined below) (the lesser of (a) or (b) the “Maximum Amount”) and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued Ordinary Shares. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-239843), including a base prospectus, relating certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared or will prepare a prospectus or prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of Shares Closing 2.01. Purchase and Sale of the Shares........................................................................... 10 2.02.

  • Issuance and Sale of Common Shares Section 2.01 (a)

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Purchase and Sale of Debentures and Warrants Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees to purchase, at the Closing, and the Company agrees to sell and issue to each Buyer, at the Closing, in exchange for such Buyer’s portion of the Purchase Price, Debentures and Warrants in the amounts, set forth on such Buyer’s signature page hereto.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

  • Purchase and Sale of Stock Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of 37,500 shares of the Common Stock of the Company (the "Stock") at $0.01 per share, for an aggregate purchase price of $375.00, payable in cash. The closing hereunder, including payment for and delivery of the Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree (the "Closing").

  • Purchase and Sale of the Private Placement Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, an aggregate of 7,500,000 Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of up to $7,500,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”) in accordance with the Company’s wiring instructions at least one business day prior to the date of effectiveness of the registration statement on Form S-1 (File No. 333-252273) filed in connection with the Public Offering. On the Initial Closing Date, the Company, shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form. On the date of the consummation of the closing of the over-allotment option in connection with the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Over-allotment Closing Date,” and each Over-allotment Closing Date (if any) and the Initial Closing Date being sometimes referred to herein as a “Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to an aggregate of 600,000 Private Placement Warrants, in the same proportion as the amount of the over-allotment option that is exercised, at a price of $1.00 per warrant for an aggregate purchase price of up to $600,000 (if the over-allotment option in connection with the Public Offering is exercised in full) (the “Over-allotment Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Trust Account in accordance with the Company’s wiring instructions. On the Over-allotment Closing Date, upon the payment by the Purchaser of the Over-allotment Purchase Price payable by them by wire transfer of immediately available funds to the Company, the Company shall either, at its option, deliver certificates evidencing the Private Placement Warrants purchased by the Purchaser on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

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