Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $___ per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. [Firm Shares shall be registered by [ChaseMellon Shareholder Services, Inc.] in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company at least 48 hours prior to the First Closing Date (as defined below)], with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Company's transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Brobxxx Xxxexxx & Xarrxxxx XXX, Two Embarcadero Place, 2200 Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx 9:30 A.M., New York City time, on [_________, ____], or at such other place, time or date as the Representatives and the Company may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date," and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing."
Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell, and the Selling Stockholders propose to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders, at a purchase price of $___ per Share (the "Purchase Price"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto. Firm Shares shall be registered by ________ in the name of the nominee of the Depository Trust Company ("DTC"), Cede & Co. ("Cede & Co."), and credited to the accounts of such of its participants as the Representatives shall request, upon notice to the Company and the Selling Stockholders at least 48 hours prior to the First Closing Date (as defined below), with any transfer taxes payable in connection with the transfer of the Firm Shares to the Underwriters duly paid, against payment by or on behalf of the Underwriters to the account of the Company and the Selling Stockholders of the aggregate Purchase Price therefor by wire transfer in immediately available funds. The Company and the Selling Stockholders will make the certificate or certificates for the Firm Shares available for checking and packaging by the Representatives at the offices in New York, New York of the Companyos transfer agent or registrar or of the Representatives at least 24 hours prior to the First Closing Date. Delivery or registry of and payment for the Firm Shares shall be made at the offices of Gundxxxxx Xxxtxxx Xxxxxx Xxxlxxxxxx Xxxxxxxx & Xachxxxxx, XXP, 155 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, xx 9:30 A.M., New York City time, on _________, 1998, or at such other place, time or date as the Representatives, the Company and the Selling Stockholders may agree upon. Such time and date of delivery against payment are herein referred to as the "First Closing Date", and the implementation of all the actions described in this Section 2(a) is herein referred to as the "First Closing."
Purchase and Closing. In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell to the Purchaser and the Purchaser, agrees to purchase that number of the Shares to be issued in connection with each Draw Down and each Call Option exercised by the Purchaser. The closing of the execution and delivery of this Agreement shall occur upon delivery by facsimile of executed signature pages of this Agreement and all other documents, instruments and writings required to be delivered pursuant to this Agreement to the offices of Xxxxxx Xxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 (the "CLOSING") at 10:00 a.m., eastern time, on (i) December 29, 2000, or (ii) such other time and place or on such date as the Purchaser and the Company may agree upon (the "CLOSING DATE"). Each party shall deliver all documents, instruments and writings required to be delivered by such party pursuant to this Agreement at or prior to the Closing.
Purchase and Closing. Upon its execution and delivery of this Agreement to Ontro, Buyer shall deliver the Purchase Price to Ontro by certified funds or wire transfer to Ontro as follows: San Diego National Bank ABA Routing No. 000000000 For credit to Ontro, Inc. (reference Ontro Common Stock Purchase) Account No. 0139809170 Ontro shall either return the Purchase Price or accept the Purchase Price and complete the purchase and sale of the Common Stock (the "Closing"). At the Closing, Ontro shall cause its transfer agent to issue a stock certificate for the shares of Common Stock in the name of Buyer (the "Certificate"). Following the Closing, Ontro will forward the Certificate to Buyer by a nationally recognized courier service (UPS, FedEx or comparable).
Purchase and Closing. (a) The Company has authorized the sale and issuance of up to:
Purchase and Closing. The Investor delivers herewith the consideration in United States dollars (the “Purchase Price”) required to purchase the Shares subscribed for hereunder. The Purchase Price is being paid simultaneously herewith by delivery to the Company of a wire transfer or check payable to the Company in the amount of the Purchase Price.
Purchase and Closing. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule II hereto with respect to the Securities (the “Purchase Price”), the principal amount of the Securities set forth opposite the name of such Underwriter in Schedule I hereto.
Purchase and Closing. Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Seller shall sell, assign, transfer and deliver to Buyer, and Buyer shall purchase, accept, assume and receive all rights, title and interest in and to the Shares.
Purchase and Closing. Both parties acknowledge the purchase price was paid at the completion of the sale (the "Closing"). Upon its execution and delivery of this Agreement, Ontro shall cause its transfer agent to issue a stock certificate for the shares of Common Stock in the name of Buyer (the "Certificate"). Following the Closing, Ontro will forward the Certificate to Buyer by a nationally recognized courier service (UPS, FedEx or comparable).
Purchase and Closing. 2.1 The Investor delivers herewith the sum of $2,000,000 (the "Purchase Price") to the Company.
