Purchase of Initial Warrants Sample Clauses

Purchase of Initial Warrants. In exchange for Gene Elite entering into the LDA and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, GeneLink shall issue to Gene Elite or its designees warrants (the "Initial Warrants") to acquire six million (6,000,000) shares of common stock of GeneLink at an exercise price of $0.10 per share and two million (2,000,000) shares of Common Stock at an exercise price of $0.45 per share, which Initial Warrants shall have an exercise period of five (5) years from the date of issuance, subject to the provisions of Section 3 below, shall provide for "cashless" exercise rights for 50% of such Initial Warrants and shall be in the forms attached here to as Exhibits A, B, C and D.
Sample 1
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Purchase of Initial Warrants. In exchange for Gene Elite entering into the LDA and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, GeneLink shall issue to Gene Elite or its designees warrants (the "Initial Warrants") to acquire six million (6,000,000) shares of common stock of GeneLink at an exercise price of $0.1 0 per share and two million (2,000,000) shares of Common Stock at an exercise price of $0.45 per share, which Initial Warrants shall have an exercise period of five (5) years from the date of issuance, subject to the provisions of Section 3 below, shall provide for "cashless" exercise rights for 50% of such Initial Warrants and shall be in the forms attached here to as Exhibits A, B, C and D. We note that there is also a Termination provision in the Stock Purchase Agreement. Per inquiry of Xxxx Xxxxx (external General Counsel), the holders (Gene Elite) could have exercised the non-performance warrants prior to shareholder approval being obtained. Therefore, we believe the single transaction criteria is met. The next question in the decision tree is: “Is consideration either products or services delivered at the point of sale, or cash? As noted previously, footnote (a) of the decision tree indicates that the authoritative guidance views that equity instruments should be considered analogous to cash consideration. Therefore, we believe the answer to this question is “Yes”. The next question per the decision tree is: “Will the consideration result in a loss on the sale of the product or service?” Once again, the Company should prepare an analysis that includes consideration of both the up-front fee ($750,000) and future sales. If the up-front fee plus future estimated sales less incentives (i.e. fair value of the warrants) less COS results in a loss, then the following recognition and measurement guidance in paragraphs 25-5 through 25-6 applies. Paragraphs 25-5 through 45-6 state: > > Sales Incentives that Will Result in a Loss on the Sale of a Product or Service
Sample 1
Purchase of Initial Warrants. Second Party agrees to arrange for itself or the Third Party Investor to purchase from the Company and the Company agrees to sell and issue to the Second Party or Third Party Investor, as the case may be, upon the date this Agreement is executed by all Parties to it or, with respect to the delivery of share certificates, within three (3) business days thereafter, the Initial Warrants for a total purchase price of $75,000 in cash.
Sample 1
Purchase of Initial Warrants. For the sum of $10 and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Purchaser hereby purchases from the Company, and the Company hereby issues and sells to the Purchaser, Initial Warrants to purchase a total of 600,000 Initial Warrant Shares for an aggregate purchase price of $150,000, which shall be exercisable on the Initial Closing Date (as defined herein) in immediately available funds.
Sample 1

Related to Purchase of Initial Warrants

  • Purchase of Notes and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Notes and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Exercise of Purchase Warrants Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Purchase of Investments Pursuant to Instruction, Investments purchased for the account of the Fund shall be paid for (a) against delivery thereof to the Custodian or a Subcustodian, as the case may be, either directly or through a Clearing Corporation or a Securities Depository (in accordance with the rules of such Securities Depository or such Clearing Corporation), or (b) otherwise in accordance with an Instruction, Applicable Law, generally accepted trade practices, or the terms of the instrument representing such Investment.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "Wachovia, N.A., as Escrow Agent for MobilePro Corp.,/ Cornell Capital Partners, LP ", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

  • Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby purchases the Shares from the Company, subject to forfeiture, on the terms and subject to the conditions set forth in this Agreement. Concurrently with the Subscriber’s execution of this Agreement, the Company shall, at its option, deliver to the Subscriber a certificate registered in the Subscriber’s name representing the shares (the “Original Certificate”), or effect such delivery in book-entry form.

  • Sale and Purchase of the Shares On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement:

  • Issuance and Purchase of the Notes (a) Delivery of the Funding Agreement and the Guarantee to the Custodian, on behalf of the Indenture Trustee, pursuant to the Assignment or execution of the cross receipt contained in the Closing Instrument shall be confirmation of payment by the Trust for the Funding Agreement.

  • SALE/PURCHASE OF INITIAL LOANS (A) Consummation of Sale and Purchase The sale and purchase of Eligible Loans pursuant to the Initial Purchase Agreement to be dated as of the Closing Date shall be consummated upon (i) Funding’s receipt from Town Hall Funding and the Town Hall Funding Eligible Lender Trustee for the benefit of Town Hall Funding of the Initial Xxxx of Sale and (ii) the payment by Funding to Town Hall Funding of the Initial Payment. Upon consummation, such sale and purchase shall be effective as of the date of the Initial Xxxx of Sale. Town Hall Funding and Funding shall use their best efforts to perform promptly their respective obligations pursuant to the Initial Purchase Agreement with respect to each Initial Loan.

  • Sale and Purchase of Stock 1.1 Subject to the terms, provisions and conditions set forth herein, Seller hereby sells and delivers to Purchaser, and Purchaser hereby purchases and receives from Seller, the Shares, in exchange for the purchase price set forth hereinafter. Purchaser hereby acknowledges receipt of one or more stock certificates representing the Shares, duly endorsed or accompanied by duly executed stock transfer form.

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