Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Units for an aggregate purchase price of up to $10,000,000 (the “Offering Amount”), at a per Unit purchase price of $4.00 per Unit (the “Purchase Price”). The closing of the purchase and sale of the Units to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Xxxxxx & Jaclin, LLP, 000 Xxxxx 0 Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 (the “Closing”). Subject to the terms and conditions set forth in this Agreement, the date and time of the Closing shall be the Closing Date (or such later date as is mutually agreed to by the Company and Newbridge Securities Corporation (the “Placement Agent”)), provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto and (z) any other documents required to be delivered pursuant to Article IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to the escrow account pursuant to the Escrow General Agreement (as hereafter defined).
Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc., 460 St- Xxxxxxx, Xxxxx 00, Xxxxxxxx, xxxxxxxx xx Quebec, Canada (the "Closing") at 11:59 p.m., Eastern time (i) on or before November 8th, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.
Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One Million Dollars ($1,000,000) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Franxxx XXX, 0000 Xxxxxx of xxx Xxxricas, Xxx Xxxx, Xxx Xxxx 00000 xx 00:00 x.x., Xxx Xxxx xxxe; provided, that all of the conditions set forth in Article IV hereof and applicable to each Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of suc...
Purchase Price and Closing. 2 Section 1.4 Warrant......................................................................................2
Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agree to 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 the Note, Shares and Warrant for an aggregate purchase price of six million ($6,000,000) dollars (the “Purchase Price”). The Shares shall be priced at $1.15 per Share for a total Share Purchase Price of $2,500,000. The Closing under this Agreement (the “Closing”) shall take place on March 23, 2010 (the “Closing Date”). The Closing under this Agreement shall take place at the offices of Gxxxxxx Sxxxxx LLP, 600 Xxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 at 10:00 a.m., New York time; provided, that all of the conditions set forth in Article IV hereof and applicable to such Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to the Purchaser the Note and any other documents required to be delivered pursuant to Article IV hereof. At the Closing, the Purchaser shall deliver the Purchase Price by wire transfer to the Company.
Purchase Price and Closing. 1 1.3. Use of Proceeds.....................................2 1.4. Notes...............................................2
Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to 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 for $0.25 per Share, such number of Ordinary Shares (each a “Share” and collectively the “Shares”) for an aggregate price of listed on the signature page hereto (the “Purchase Price”).
Purchase Price and Closing. The Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase that number of the Preferred Shares and Warrants set forth opposite their respective names on Exhibit A. The aggregate purchase price of the Preferred Shares and Warrants being acquired by each Purchaser is set forth opposite such Purchaser's name on Exhibit A (for each such Purchaser, the "Purchase Price" and collectively referred to as the "Purchase Prices"). The closing of the purchase and sale of the Preferred Shares and Warrants shall take place at the offices of Jenkens & Gilchrist Parker Chapin LLP, The Chrysler Building, 405 Lexington Avxxxx, Xxx Xxxx, Xxx Xxxk 10174 (the "Closing") at 1:00 x.x. (xxxxxxx xxxx) xxxx xxx xxxxxxxxxxxx xf each of the conditions set forth in Article IV hereof (the "Closing Date"). Funding with respect to the Closing shall take place by wire transfer of immediately available funds on or prior to the Closing Date.
Purchase Price and Closing. The Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representation, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase that number of the Shares to be issued in connection with each Draw Down. The closing under this Agreement shall take place at the offices of Xxxxxxx Xxxxxx & Green, P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing") at 10:00 a.m. E.S.T. on (i) April 9, 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 Price and Closing. Section 2.1
