Common use of Securities Purchase Agreement Clause in Contracts

Securities Purchase Agreement. The Company and the Fund have today executed that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of Two Million Five Hundred Thousand Dollars ($2,500,000) (U.S.) principal amount of Convertible Notes of the Company (the “Notes”) to the Fund or its successors, assigns or transferees (collectively, the “Holders”). The Notes are convertible into an indeterminable number of shares (the “Note Conversion Shares”) of the Company’s common stock par value, $0.001 per share (the “Common Stock”) pursuant to the terms of the Notes. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has agreed to issue to the Fund Common Stock Purchase Warrants exercisable for 670,000 shares of the Company’s Common Stock (the “Warrant Shares”). The number of Note Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 2 contracts

Samples: Registration Rights Agreement (Hepalife Technologies Inc), Registration Rights Agreement (Hepalife Technologies Inc)

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Securities Purchase Agreement. The Company and the Fund have today executed that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of One Million Two Million Five Hundred Eighty-five Thousand Dollars ($2,500,0001,285,000.00) (U.S.) principal amount of Convertible Notes Note of the Company (the “Notes”"Note") to the Fund or its successors, assigns or transferees (collectively, the "Holders"). The Notes are Note is convertible into an indeterminable number of shares (the "Note Conversion Shares") of the Company’s 's common stock par value, $0.001 per share (the "Common Stock") pursuant to the terms of the NotesNote. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions transaction contemplated thereby, the Company has agreed to issue to the Fund Common Stock Purchase Warrants exercisable for 670,000 shares of the Company’s 's Common Stock equal to 300,000 Common Shares (the "Warrant Shares"). The number of Note Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 2 contracts

Samples: Registration Rights Agreement (ERF Wireless, Inc.), Registration Rights Agreement (ERF Wireless, Inc.)

Securities Purchase Agreement. The Company and the Fund have has today executed that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of Two Million Five Hundred Thousand Dollars ($2,500,0002,500,000.00) (U.S.) principal amount of 7% Convertible Notes Debentures of the Company (the “Notes”"Debentures") to the Fund or its successors, assigns or transferees (collectively, the "Holders"). The Notes Debentures are convertible into an indeterminable number of shares (the “Note "Debenture Conversion Shares") of the Company’s 's common stock stock, no par value, $0.001 value per share (the "Common Stock") pursuant to the terms of the NotesDebentures. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has agreed to issue to the Fund Common Stock Purchase Warrants exercisable for 670,000 up to an aggregate of 125,000 shares of the Company’s 's Common Stock (the "Warrant Shares"). The number of Note Debenture Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Creative Host Services Inc)

Securities Purchase Agreement. The Company and the Fund have has today executed that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of Two One Million Five Hundred Thousand Dollars ($2,500,0001,000,000.00) (U.S.) principal amount of 7% Convertible Notes Debentures of the Company (the “Notes”"Debentures") to the Fund or its successors, assigns or transferees (collectively, the "Holders"). The Notes Debentures are convertible into an indeterminable number of shares (the “Note "Debenture Conversion Shares") of the Company’s 's common stock stock, no par value, $0.001 value per share (the "Common Stock") pursuant to the terms of the NotesDebentures. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has agreed to issue to the Fund Common Stock Purchase Warrants exercisable for 670,000 up to an aggregate of 500,000 shares of the Company’s 's Common Stock (the "Warrant Shares"). The number of Note Debenture Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Emissions Testing Inc)

Securities Purchase Agreement. The Company and the Fund have today executed that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of Two One Million Five Hundred Thousand Dollars ($2,500,0001,500,000.00) (U.S.) principal amount of Convertible Notes of the Company (the "Notes") to the Fund or its successors, assigns or transferees (collectively, the "Holders"). The Notes are convertible into an indeterminable number of shares (the "Note Conversion Shares") of the Company’s 's common stock par value, $0.001 0.01 per share (the "Common Stock") pursuant to the terms of the Notes. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has agreed to issue to the Fund Common Stock Purchase Warrants exercisable for 670,000 up to 250,000 shares of the Company’s 's Common Stock (the "Warrant Shares"). The number of Note Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Universal Automotive Industries Inc /De/)

Securities Purchase Agreement. The Company and the Fund have today executed that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of Two a One Million Five Hundred Fifty Thousand Dollars ($2,500,0001,550,000.00) (U.S.) principal amount of Convertible Notes Note of the Company (the “Notes”"Note") to the Fund or its successors, assigns or transferees (collectively, the "Holders"). The Notes are Note is convertible into an indeterminable a number of shares (the "Note Conversion Shares") of the Company’s 's common stock par valuestock, $0.001 0.01 par value per share (the "Common Stock") pursuant to the terms of the NotesNote. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has agreed to issue to the Fund Fund, Common Stock Purchase Warrants exercisable for 670,000 250,000 shares of the Company’s 's Common Stock Stock, (the "Warrant Shares"). The number of Note Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Universal Automotive Industries Inc /De/)

Securities Purchase Agreement. The Company and the Fund Purchasers have today executed that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of One Million Two Million Five Hundred Eighty-five Thousand Dollars ($2,500,0001,285,000.00) (U.S.) principal amount of Convertible Notes Note of the Company (the “Notes”"Note") to the Fund Purchasers or its successors, assigns or transferees (collectively, the "Holders"). The Notes are Note is convertible into an indeterminable number of shares (the "Note Conversion Shares") of the Company’s 's common stock par value, $0.001 per share (the "Common Stock") pursuant to the terms of the NotesNote. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions transaction contemplated thereby, the Company has agreed to issue to the Fund Purchasers Common Stock Purchase Warrants exercisable for 670,000 shares of the Company’s 's Common Stock equal to 300,000 Common Shares (the "Warrant Shares"). The number of Note Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (ERF Wireless, Inc.)

Securities Purchase Agreement. The Company and the Fund have today executed that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which the Company has agreed, among other things, to issue (the "Offering") up to an aggregate of Two Three Million Five Hundred Thirty Thousand Dollars ($2,500,0003,530,000) (U.S.) principal amount of Convertible Notes of the Company (the "Notes") to the Fund or its successors, assigns or transferees (collectively, the "Holders"). The Notes are convertible into an indeterminable number of shares (the "Note Conversion Shares") of the Company’s 's common stock par value, $0.001 per share (the "Common Stock") pursuant to the terms of the Notes. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has agreed to issue to the Fund Common Stock Purchase Warrants exercisable for 670,000 1,000,000 shares of the Company’s 's Common Stock and to Global Capital Advisors, LLC ("GCA") Common Stock Purchase Warrants exercisable for 500,000 shares of the Company's Common Stock (the "Warrant Shares"). The number of Note Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Convergence Ethanol, Inc.)

Securities Purchase Agreement. The Company and the Fund have today executed that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of One Million Two Million Five Hundred Fifty Thousand Dollars ($2,500,0001,250,000.00) (U.S.) principal amount of 10% Convertible Notes Debentures of the Company (the “Notes”"Debentures") to the Fund or its successors, assigns or transferees (collectively, the "Holders"). The Notes Debentures are convertible into an indeterminable number of shares (the “Note "Debenture Conversion Shares") of the Company’s 's common stock par valuestock, $0.001 0.0001 par value per share (the "Common Stock") pursuant to the terms of the NotesDebentures. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has agreed to issue to the Fund Fund, Common Stock Purchase Warrants exercisable for 670,000 125,000 shares of the Company’s 's Common Stock Stock, (the "Warrant Shares"). The number of Note Debenture Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Directplacement Inc)

Securities Purchase Agreement. The Company and the Fund have today executed that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of Two Six Million Five Hundred Thousand Dollars ($2,500,0006,000,000.00) (U.S.) principal amount of Convertible Notes of the Company (the "Notes") to the Fund or its successors, assigns or transferees (collectively, the "Holders"). The Notes are convertible into an indeterminable number of shares (the "Note Conversion Shares") of the Company’s 's common stock par value, $0.001 0.01 per share (the "Common Stock") pursuant to the terms of the Notes. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has agreed to issue to the Fund Common Stock Purchase Warrants exercisable for 670,000 shares of the Company’s 's Common Stock equal to fifteen percent (15%) of the number of Common Shares into which the Notes are convertible on the trading day prior to the Closing Date (the "Warrant Shares"). The number of Note Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Galaxy Minerals Inc)

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Securities Purchase Agreement. The Company and the Fund have today executed that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of Two Million Five Three Hundred Fifty Thousand Dollars ($2,500,000350,000.00) (U.S.) principal amount of 10% Convertible Notes Debentures of the Company (the “Notes”"Debentures") to the Fund or its successors, assigns or transferees (collectively, the "Holders"). The Notes Debentures are convertible into an indeterminable number of shares (the “Note "Debenture Conversion Shares") of the Company’s 's common stock par valuestock, $0.001 0.0001 par value per share (the "Common Stock") pursuant to the terms of the NotesDebentures. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has agreed to issue to the Fund Fund, Common Stock Purchase Warrants exercisable for 670,000 35,000 shares of the Company’s 's Common Stock Stock, (the "Warrant Shares"). The number of Note Debenture Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Directplacement Inc)

Securities Purchase Agreement. The Company and the Fund have today executed that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of One Million Two Million Five Hundred Fifty Thousand Dollars ($2,500,0001,250,000) (U.S.) principal amount of Convertible Notes of the Company (the “Notes”) to the Fund or its successors, assigns or transferees (collectively, the “Holders”). The Notes are convertible into an indeterminable number of shares (the “Note Conversion Shares”) of the Company’s common stock par value, $0.001 per share (the “Common Stock”) pursuant to the terms of the Notes. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has agreed to issue to the Fund Common Stock Purchase Warrants exercisable for 670,000 500,000 shares of the Company’s Common Stock (the “Warrant Shares”). The number of Note Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Royal Spring Water Inc)

Securities Purchase Agreement. The Company and the Fund have today executed that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of Two Million Five Hundred Fifty Thousand Dollars ($2,500,000550,000.00) (U.S.) principal amount of 6% Convertible Notes Debentures of the Company (the “Notes”"Debentures") to the Fund or its successors, assigns or transferees (collectively, the "Holders"). The Notes Debentures are convertible into an indeterminable number of shares (the “Note "Debenture Conversion Shares") of the Company’s 's common stock par valuestock, $0.001 .001 par value per share (the "Common Stock") pursuant to the terms of the NotesDebentures. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has agreed to issue to the Fund Fund, Common Stock Purchase Warrants exercisable for 670,000 50,000 shares of the Company’s 's Common Stock Stock, (the "Warrant Shares"). The number of Note Debenture Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Dial Thru International Corp)

Securities Purchase Agreement. The Company and the Fund have has today executed that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of Two One Million Five Hundred Thousand Dollars ($2,500,0001,000,000.00) (U.S.) principal amount of 6% Convertible Notes Debentures of the Company (the “Notes”"Debentures") to the Fund or its successors, assigns or transferees (collectively, the "Holders"). The Notes Debentures are convertible into an indeterminable number of shares (the “Note "Debenture Conversion Shares") of the Company’s 's common stock par valuestock, $0.001 .001 par value per share (the "Common Stock") pursuant to the terms of the NotesDebentures. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has agreed to issue to the Fund Fund, Common Stock Purchase Warrants exercisable for 670,000 100,000 shares of the Company’s 's Common Stock Stock, (the "Warrant Shares"). The number of Note Debenture Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Dial Thru International Corp)

Securities Purchase Agreement. The Company and the Fund have today executed that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of Two One Million Five Hundred Eighty Thousand Dollars ($2,500,0001,580,000.00) (U.S.) principal amount of 6% Convertible Notes Debentures of the Company (the “Notes”"Debentures") to the Fund or its successors, assigns or transferees (collectively, the "Holders"). The Notes Debentures are convertible into an indeterminable number of shares (the “Note "Debenture Conversion Shares") of the Company’s 's common stock par valuestock, $0.001 .001 par value per share (the "Common Stock") pursuant to the terms of the NotesDebentures. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has agreed to issue to the Fund Fund, Common Stock Purchase Warrants exercisable for 670,000 150,000 shares of the Company’s 's Common Stock Stock, (the "Warrant Shares"). The number of Note Debenture Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (Metropolitan Health Networks Inc)

Securities Purchase Agreement. The Company and the Fund have today executed that certain Securities Purchase Agreement (the "Securities Purchase Agreement"), pursuant to which the Company has agreed, among other things, to issue (the “Offering”) up to an aggregate of Two Three Million Five Three Hundred Forty Thousand Dollars ($2,500,0003,340,000.00) (U.S.) principal amount of 3% Convertible Notes Debentures of the Company (the “Notes”"Debentures") to the Fund or its successors, assigns or transferees (collectively, the "Holders"). The Notes Debentures are convertible into an indeterminable number of shares (the “Note "Debenture Conversion Shares") of the Company’s 's common stock par valuestock, $0.001 .08 per share (the "Common Stock") pursuant to the terms of the NotesDebentures. In addition, pursuant to the terms of the Securities Purchase Agreement and the transactions contemplated thereby, the Company has agreed to issue to the Fund Common Stock Purchase Warrants warrants exercisable for 670,000 up to an aggregate of 1,500,000 shares of the Company’s 's Common Stock and to LKB warrants exercisable for 1,000,000 shares of the Company's Common Stock (collectively, the "Warrant Shares"). The number of Note Debenture Conversion Shares and Warrant Shares is subject to adjustment upon the occurrence of stock splits, recapitalizations and similar events occurring after the date hereof.

Appears in 1 contract

Samples: Registration Rights Agreement (American International Petroleum Corp /Nv/)

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