Sale of the Shares and Warrants Sample Clauses

Sale of the Shares and Warrants. Within one (1) day of the execution of this Agreement (the "Closing Date"), the Purchaser shall purchase from the Company and the Company shall issue and sell to each Purchaser, the number of Shares equal to such Purchaser’s amounts set forth below such Purchaser’s signature block on the signature page hereto (the “Subscription Amount”) divided by the per share purchase price (the “Per Share Purchase Price”), which shall be $0.11, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Company’s common stock that occur after the date of this Agreement. For each four (4) Shares purchased, Purchaser will receive warrants (the “Warrants”) to purchase one (1) share of common stock for a period of five (5) years at an exercise price of $0.1265 per share, a form of which is attached hereto as Exhibit A. The Shares and the Warrants hereinafter sometimes collectively referred to as the Securities.
Sample 1
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Sale of the Shares and Warrants. Subject to the terms and conditions of this Agreement, TriPath has authorized the sale to the Purchaser of 5,000,000 shares of the Common Stock, par value $0.01 per share (the "Common Stock"), of TriPath at a price per share of eight United States dollars ($8.00 USD). Collectively, the shares of Common Stock which may be purchased pursuant to this Section 1 are referred to herein as the "Shares." Subject to the terms and conditions of this Agreement, TriPath has authorized the sale to the Purchaser of 5,000,000 warrants (collectively, the "Warrants" to purchase shares of Common Stock (the "Warrant Shares") on the terms set forth in Warrant No. 1, Warrant No. 2 and Warrant No. 3 attached hereto as Exhibit A (colxxxxxxxxx, xxx "Xxxxant Agreements"). The aggregate purchase price for the Warrants shall be $3,000,000 USD.
Sample 1
Sale of the Shares and Warrants. Subject to the terms and ------------------------------- conditions hereof and in reliance upon the representations, warranties and agreements contained herein, the Company will issue and sell to you and you will purchase from the Company, at the Closing, (x) 263,158 shares of Series A - Preferred for an aggregate purchase price of $9,900,000, (y) Series B Warrants to purchase up to - 65,790 shares of Series B Preferred for an aggregate purchase price of $50,000 and (z) Series C Warrants to purchase up to 65,790 shares of Series C Preferred - for an aggregate purchase price of $50,000.
Sample 1
Sale of the Shares and Warrants. Subject to the terms and ------------------------------- conditions hereof, the Company shall sell and issue to each Purchaser, and each Purchaser shall purchase from the Company, (i) the number of Shares specified opposite such Purchaser's name on the Schedule of Purchasers, at a purchase price of $2.00 per Share, and (ii) a Warrant to purchase the number of shares of Common Stock specified opposite each such Purchaser's name on the Schedule of Purchasers. The Company's agreement with each of the Purchasers is a separate agreement, and the sale of such number of Shares and such Warrant to each of the Purchasers is a separate sale. A "majority in interest of the Purchasers" means Purchasers purchasing more than 50% of the Shares. A "majority in interest of the Securities holders" means holders of record of more than 50% of the outstanding Securities, determined by treating any outstanding Shares as though converted to Conversion Stock.
Sample 1
Sale of the Shares and Warrants. Subject to the terms and conditions hereof, the Seller and Xxxxxx will sell and deliver to the Purchasers and the Purchasers will purchase from the Seller and Xxxxxx, all of the Shares and all of the Warrants for an aggregate purchase price of $10,800,000 (the “Purchase Price”). The Purchase Price and the Shares and Warrants shall be allocated and paid among the Purchasers as set forth on Schedule 1.1 hereto. Certain capitalized terms used herein are defined in Section 9.12 hereof.
Sample 1

Related to Sale of the 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.

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

  • Purchase and Sale of the Sponsor 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, 4,666,667 Sponsor Warrants at a price of $1.50 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor 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.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • 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 of the Shares (a) The Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share (the “Purchase Price”) of $28.24625. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

  • 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:

  • OFFERING AND SALE OF THE SHARES Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a)) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) two years after the initial Effective Date of the Registration Statement and (y) at the Company’s election, the date until which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (2) the acceptance by the Company of subscriptions for 151,315,789 Shares; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st date following the initial Effective Date; (4) the termination of the effectiveness of the Registration Statement, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st day following the initial Effective Date; and (5) the liquidation or dissolution of the Company (such period being the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be determined, from time to time, by the Dealer Manager upon prior consultation with the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept Subscription Agreements (as defined in Section 6(d))based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • Notes and Warrants Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below) a Note in the original principal amount as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers along with Warrants to initially acquire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers.

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