Purchase and Sale of Preferred Shares and Warrants. 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.
Purchase and Sale of Preferred Shares and Warrants. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Investor, and each Investor severally agrees to purchase from the Company, on the Closing Date the number of shares of Preferred Stock and a Warrant to purchase the aggregate number of shares of Common Stock set forth opposite such Investor's name on Schedule 1, for the purchase price set forth opposite such Investor's name on Schedule 1 (all of the shares of Preferred Stock being purchased pursuant hereto being referred to herein as the "Preferred Shares;" all of the shares of Common Stock issuable upon the exercise of the Warrants being issued pursuant hereto being referred to herein as the "Warrant Shares;" and the aggregate purchase price for the Preferred Shares and Warrants being referred to herein as the "Purchase Price"). The Purchase Price shall be paid to the Company in cash, by wire transfer of immediately available funds to an account designated by the Company, one Business Day prior to the Closing Date.
Purchase and Sale of Preferred Shares and Warrants. Upon the basis of the representations and warranties, and subject to the terms and conditions set forth in this Agreement, the Company covenants and agrees to sell to the Purchasers on the Closing Date (as hereinafter defined) (i) the number of shares (the "PREFERRED SHARES") of its Series A Preferred Stock (the "PREFERRED STOCK") set forth opposite the name of such Purchaser under the heading "The Number of Preferred Shares to be Purchased," each such Preferred Share convertible in accordance with the terms and conditions of the Company's Certificate of Designation for the Preferred Stock in the form of EXHIBIT A annexed hereto (the "CERTIFICATE OF DESIGNATION") on the dates set forth in the Certificate of Designation (any such date of conversion, the "CONVERSION DATE") into shares of the Company's Common Stock (the "CONVERSION SHARES") and (ii) a warrant in substantially the form of EXHIBIT B hereto (the "WARRANT") to purchase the number of shares of the Company's Common Stock (the "WARRANT SHARES") set forth opposite the name of such Purchaser under the heading "Number of Warrant Shares." The Preferred Shares (together with the Warrant Shares, the "SHARES"), and the Warrants shall be purchased at the aggregate purchase price (the "PURCHASE PRICE") set forth opposite the name of such Purchaser under the heading "Aggregate Purchase Price." The Preferred Stock and Warrants are sometimes hereinafter collectively referred to as the "SECURITIES."
Purchase and Sale of Preferred Shares and Warrants. The Company -------------------------------------------------- agrees to issue and sell to the Purchaser and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, the Purchaser agrees to purchase the Preferred Shares and the Warrants. Such purchase and sale shall take place at the Initial Closing and at the Initial Closing the Company will issue to the Purchaser the Preferred Shares and the Warrants.
Purchase and Sale of Preferred Shares and Warrants. SPIN-OFF.
Purchase and Sale of Preferred Shares and Warrants. Subject to the terms and conditions set forth herein, the Company agrees that it will issue to the Purchasers, and the Purchasers agree that they will acquire from the Company, at the Time of Purchase, in the aggregate, (i) 1,000,000 shares of Preferred Stock, for an aggregate purchase price of $2,985,000 (the "Preferred Shares Purchase Price"), and (ii) the Warrants, for an aggregate purchase price of $15,000 (the "Warrants Purchase Price"), in cash, by wire transfer of immediately available funds to an account designated in a notice delivered to the Purchasers not later than two Business Days prior to the Closing Date. The number of shares of Preferred Stock and Warrants to be acquired by each Purchaser, and the purchase price to be paid therefor, is set forth on Schedule I hereto. The shares of Preferred Stock being purchased pursuant hereto are referred to herein as the "Preferred Shares." The Preferred Shares shall have the rights and preferences set forth in the Certificate of Amendment.
Purchase and Sale of Preferred Shares and Warrants. Upon the following terms and conditions, the Company is offering to each Purchaser the number of Preferred Shares and Warrants set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The designation, rights, preferences and other terms and provisions of the Preferred Shares are set forth in the Series B Certificate of Designation, substantially in the form attached hereto as Exhibit A (the “Series B Certificate of Designation”).
Purchase and Sale of Preferred Shares and Warrants. The Company agrees to issue and sell to the Investor, and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, the Investor agrees to purchase (a) 500,000 shares of the Company's Series A Convertible Preferred Stock, with a par value of $0.02 per, duly authorized, validly issued, fully paid, non-assessable and free and clear of any and all Liens (the "Preferred Shares"), and (b) a warrant to purchase 500,000 shares of Common Stock with a par value of $0.02 per share (the "Warrants"). The aggregate purchase price for the Preferred Stock and the Warrants shall be $5,000,000 (the "Purchase Price")
Purchase and Sale of Preferred Shares and Warrants. Upon the following terms and conditions, the Company shall issue and sell to the Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees, to purchase from the Company, at a purchase price of $1,000,000 (the “Purchase Price”), (a) 250,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Preferred Shares”), and (b) five year warrants (the “Warrants”) to purchase (x) 5,555,555 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an exercise price of $0.10 per share and (y) 5,555,555 shares of Common Stock at an exercise price of $0.11 per share. The designation, rights, preferences and other terms and provisions of the Series A Convertible Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit B (the “Certificate of Designation”). The Warrants shall be in the form attached hereto as Exhibit C. The Company and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) or Section 4(2) of the Securities Act.
Purchase and Sale of Preferred Shares and Warrants. Subject to the -------------------------------------------------- terms and conditions set forth herein, the Company agrees that it will issue to the Purchasers, and the Purchasers agree that they will acquire from the Company, at the Time of Purchase, in the aggregate, (i) 1,000,000 shares of Preferred Stock, for an aggregate purchase price of $2,985,000 (the "Preferred --------- Shares Purchase Price"), and (ii) the Warrants, for an aggregate purchase price --------------------- of $15,000 (the "Warrants Purchase Price"), in cash, by wire transfer of ----------------------- immediately available funds to an account designated in a notice delivered to the Purchasers not later than two Business Days prior to the Closing Date. The number of shares of Preferred Stock and Warrants to be acquired by each Purchaser, and the purchase price to be paid therefor, is set forth on Schedule I hereto. The shares of Preferred Stock being purchased pursuant hereto are referred to herein as the "Preferred Shares." The Preferred Shares shall have ---------------- the rights and preferences set forth in the Certificate of Amendment.
