Issuance and Sale of Stock Sample Clauses

Issuance and Sale of Stock. Issue or sell any shares of its capital stock except (a) to qualify directors of Subsidiaries where required by applicable law or to satisfy other requirements of applicable law with respect to the ownership of capital stock of Foreign Subsidiaries, (b) sales of preferred stock of ASI with an aggregate liquidation preference not to exceed $100,000, (c) issuances and sales of capital stock by Subsidiaries other than Designated Subsidiaries the Net Cash Proceeds of which are invested in the businesses of such Subsidiaries, (d) issuances and sales of capital stock by Designated Subsidiaries to ASI or other Designated Subsidiaries permitted by Section 6.05(d) and (f), (e) issuances and sales of capital stock by any Designated Subsidiary which is a Non-Material Subsidiary, provided that the Net Cash Proceeds of such issuance and sale are invested in the business of such Designated Subsidiary and (f) issuances and sales of capital stock and options, warrants or rights to acquire stock by Subsidiaries to employees, officers and directors of such Subsidiaries.
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Issuance and Sale of Stock. Pursuant to this Agreement, the Company is selling an aggregate of up to 11,579,588 shares of Common Stock. At the Closing, the Company shall issue and sell, and each Investor shall purchase, the number of shares of Common Stock indicated opposite such Investor’s name on Exhibit B (collectively, the “Purchased Shares”), together with the related Rights, all on the terms set forth herein and free and clear of any Liens. At the Closing, each Investor shall pay the Company, as consideration for the Purchased Shares issued to such Investor, the purchase price indicated opposite such Investor’s name on Exhibit B (such Investor’s “Purchase Price”), representing a per share purchase price of $1.70 (the “Share Price”). At the option of the Fund Investors, funds paid at the Closing in satisfaction of such Fund Investor’s Purchase Price may be adjusted for unpaid Reimbursable Expenses in accordance with Section 7.2.
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Issuance and Sale of Stock. Subject to the terms and conditions herein stated, the Company agrees, for the benefit of Kojaian:
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Issuance and Sale of Stock. Except (a) to qualify directors where required by applicable law and (b) to the extent permitted pursuant to Sections 7.7 and 7.8 hereof, sell, transfer or otherwise dispose of, any shares of capital stock of Borrower or any Subsidiary or permit any of its Subsidiaries to issue, sell or otherwise dispose of, any shares of capital stock of any Subsidiary.
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Issuance and Sale of Stock. Issue or sell any of its stock without the prior written consent of the Majority Lenders, except, in the case of the Borrower, (a) Borrower Common Stock or (b) preferred stock having an aggregate face amount not in excess of $500,000,000.
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Issuance and Sale of Stock. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, the Corporation agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Corporation, Three Hundred Thirty Three Thousand Three Hundred and Thirty Four (333,334) shares (the "Shares") of the common stock, par value $.001 per share ("Common Stock"), of the Corporation at the price of Nine Dollars ($9.00) per share, for an aggregate purchase price of $3,000,006 (the "Purchase Price"); provided, however, that if there occurs, prior to Closing: (i) any dividend or other distribution of Common Stock to the present holders of Common Stock, or (ii) any stock split, reverse stock split, repurchase, combination, share exchange or other transaction affecting the Common Stock of the Corporation (collectively, "Stock Adjustment Event"), the aggregate Purchase Price shall remain the same but the number of Shares shall be appropriately adjusted to reflect any such Stock Adjustment Event. For example, if there occurs a one (1) for two (2) reverse stock split of Common Stock, the number of Shares would be reduced from 333,334 to 166,666; if there occurs a two (2) for one (1) stock split of Common Stock, the number of Shares would be increased from 333,334 to 666,666. The purchase price shall be paid to the Corporation by wire transfer delivered by the Investor to the Corporation at the Closing (as hereinafter defined).
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Issuance and Sale of Stock. A. Subject to the terms hereof, and in addition to the 100,000 shares to be issued pursuant to subsection B., the Company will issue up to 400,000 shares of Common Stock (the "Shares") to CDB. The Company will promptly deliver to CDB or its designated agent a certificate representing 200,000 of the Shares. It is intended by the parties hereto that following the registration thereof CDB may sell the Shares in the public market in order to obtain Net Proceeds (as defined below) to be applied towards the Amount Due. If, following the sale by CDB of these 200,000 Shares, the Amount Due has not been fully paid, then the Company shall, from time to time at the request of CDB, expeditiously issue to CDB up to 200,000 additional Shares in an amount to be agreed upon between CDB and the Company. For purposes hereof, "Net Proceeds" shall be defined as the actual proceeds from the sale of any Shares in the public market, less any brokerage commissions incurred by CDB. Upon the receipt in full of the Amount Due from any source whatsoever, CDB shall return to the Company for cancellation any Shares previously issued to it under this Agreement and which have not been sold pursuant to this Agreement.
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Issuance and Sale of Stock. On the Effective Date (as defined below), the Company shall issue 103,066 shares of Common Stock (the "Initial Shares") to Holtx xxx Holtx xxxll acquire the Initial Shares from the Company. The Initial Shares, together with the Additional Shares (as defined below), are being issued to Holtx xx the Company in lieu of the payment by the Company of the principal and interest due under the Note. On the Effective Date, the Company will deliver to Holtx xx his designated agent a certificate representing the Initial Shares. It is intended by the parties hereto that, following the registration thereof, Holtx xxx sell the Initial Shares, together with any Additional Shares issued to him hereunder, in the public market in order to obtain Net Proceeds (as defined below) to him at least equal to the Amount Due. For purposes hereof, "Net Proceeds" shall be defined as the actual proceeds from the sale of any Initial Shares or Additional Shares in the public market, less any brokerage commissions incurred by Holtx.
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Issuance and Sale of Stock 
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Related to Issuance and Sale of Stock

  • 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 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").

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

  • 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.

  • Sale of Stock Subject to the terms and conditions of this Agreement, ------------- on the Purchase Date (as defined below) the Company will issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, 960,000 shares of the Company's Common Stock (the "Shares") at a purchase price of $0.01 per Share ------ for a total purchase price of $9,600.00. The term "Shares" refers to the purchased Shares and all securities received in replacement of or in connection with the Shares pursuant to stock dividends or splits, all securities received in replacement of the Shares in a recapitalization, merger, reorganization, exchange or the like, and all new, substituted or additional securities or other properties to which Purchaser is entitled by reason of Purchaser's ownership of the Shares.

  • Issuance and Sale (a) Upon the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein and provided the Company provides such Agent with any due diligence materials and information reasonably requested by such Agent necessary for such Agent to satisfy its due diligence obligations, on any Exchange Business Day (as defined below) selected by the Company, the Company and such Agent shall enter into an agreement in accordance with Section 2 hereof regarding the number of Shares to be placed by the Agent, as agent, and the manner in which and other terms upon which such placement is to occur (each such transaction being referred to as an “Agency Transaction”). The Company may also offer to sell the Shares directly to an Agent, as principal, in which event such parties shall enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Exhibit A hereto (with such changes thereto as may be agreed upon by the Company and such Agent to accommodate a transaction involving additional underwriters), relating to such sale in accordance with Section 2(g) hereof (each such transaction being referred to as a “Principal Transaction”). As used herein, (i) the “Term” shall be the period commencing on the date hereof and ending on the earlier of (x) the date on which the aggregate Gross Sales Price of Shares issued and sold pursuant to this Agreement and any Terms Agreements is equal to the Maximum Amount and (y) any termination of this Agreement pursuant to Section 8 hereof, (ii) an “

  • Issuance and Sale of Securities 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 the Sales Agents, acting as agents and/or principals, the Company’s shares of common stock, $0.01 par value per share (the “Common Stock”), with an aggregate offering price of up to $450,000,000 (the “Securities”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of Securities issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of Securities through the Sales Agents will be effected pursuant to the Registration Statement (as defined below), which was filed by the Company with the Securities and Exchange Commission (the “Commission”) and became effective under Rule 462(e) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the “Securities Act”). The Company has filed, in accordance with the provisions of the Securities Act, with the Commission a registration statement on Form S-3 (File No. 333-203498), including a Base Prospectus (defined below), relating to certain securities, including the Securities 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 (collectively, the “Exchange Act”). The Company has prepared a Prospectus Supplement (defined below) to the Base Prospectus specifically relating to the sale of the Securities pursuant to an “at the market” offering as defined in Rule 415 of the Securities Act. The “Registration Statement”, as of any time, means such registration statement as amended by any post-effective amendments thereto at such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B of the Securities Act (“Rule 430B”); provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of the Registration Statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B

  • Purchase and Sale of the Units Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall purchase, and the Company shall sell and issue to each Investor, the number of Units set forth opposite the Investor’s name on the signature page attached hereto at a price per Unit equal to the Per Unit Purchase Price.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $7.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

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

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