Purchase Price and Closings Sample Clauses

Purchase Price and Closings. 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, and the Purchasers, severally but not jointly, agree to purchase the Shares and the Warrants for the aggregate purchase price specified on Exhibit A attached hereto (the “Purchase Price”). There may be one or more Closings (as defined below) pursuant to this Agreement, each at a date and time to be agreed upon by the Company and the Purchasers purchasing Securities on such date. Each closing of the sale of Shares and the Warrants (each a “Closing”) shall take place on a date and time agreed to by the Company and the Shareholders closing on such date, but no Closing shall take place later than November 15, 2010, unless extended by mutual agreement by the Company and the Placement Agent to a date no later than December 15, 2010 (the “Offering Period”). The date on which a Closing takes place is sometimes referred to in this Agreement as a “Closing Date”. Each Closing shall take place at the offices of counsel to the Placement Agent. 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 Shares and Warrants set forth opposite the name of such Purchaser on Exhibit A hereto, and (y) any other documents required to be delivered pursuant to Article IV hereof. At or prior to the Closing, the Purchaser shall deliver its Purchase Price by wire transfer to an escrow account maintained by Signature Bank, as escrow agent (the “Escrow Agent”), pursuant to an escrow agreement (the “Escrow Agreement”) by and among the Company, the Escrow Agent and Aegis Capital Corp. (the “Placement Agent”).
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Purchase Price and Closings. 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 up to Two Million Dollars ($2,000,000) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in four separate closings (each, a "Closing" and collectively, the "Closings"). The initial Closing under this Agreement (the "Initial Closing") shall be funded in an amount equal to twenty-five percent (25%) of the aggregate Purchase Price hereunder and shall take place on or about December 4, 2006 (the "Initial Closing Date"). The second Closing under this Agreement (the "Second Closing") shall be funded in an amount equal to twenty-five percent (25%) of the aggregate Purchase Price hereunder and shall take place no later than five (5) business days following the date that the Company files the Proxy Statement (as defined in Section 3.19 hereof) with the Securities and Exchange Commission (the "Commission") (the "Second Closing Date"). The third Closing under this Agreement (the "Third Closing") shall be funded in an amount equal to twenty-five percent (25%) of the aggregate Purchase Price hereunder and shall take place no later than five (5) business days following the date that the Company's stockholders approve the Reverse Split (as defined in Section 3.19 hereof) and the Share Increase (as defined in Section 3.19 hereof) and the Company files the Charter Amendment (as defined in Section 3.19 hereof) effecting the Share Increase (the "Third Closing Date"). The final Closing under this Agreement (the "Final Closing") shall be funded in an amount equal to twenty-five percent (25%) of the aggregate Purchase Price hereunder and shall take place no later than five (5) business days following the date that the Commission declares the initial registration statement (the "Registration Statement") providing for the resale of the Conversion Shares and the Warrant Shares pursuant to the terms of the Registration Rights Agreement (as defined in Section 2.1(b)) effective (the "Final Closing Date"). The Initial Closing Date, the Second Closing Date, the Third Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing under this Agreement shall tak...
Purchase Price and Closings. (a) The Company agrees to issue and sell to the Purchasers and, subject to and in 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 Initial Preferred Shares set forth opposite their respective names in Schedule I. The aggregate purchase price of the Initial Preferred Shares being purchased by each Purchaser is set forth opposite such Purchaser's name in Schedule I. The initial purchase and sale shall take place at a closing (the "Initial Closing") to be held at the offices of Messrs. Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, on November 6, 1996, at 10:00 A.M., or at such other location, on such other date and at such time as may be mutually agreed upon. At the Initial Closing, the Company will issue and deliver certificates evidencing the Initial Preferred Shares to be sold at such Initial Closing to each of the Purchasers (or its nominee) against payment of the full purchase price therefor by wire transfer or check payable to the order of the Company.
Purchase Price and Closings. (a) 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 the Warrants for an aggregate purchase price of up to One Million Dollars ($1,000,000) (the “Purchase Price”).
Purchase Price and Closings. 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 up to $12,000,000 (the “Purchase Price”). At each Closing (as defined below), each Purchaser shall deliver the applicable portion of the Purchase Price by wire transfer of immediately available funds to the Company.
Purchase Price and Closings. (a) The Company agrees to issue and sell to the Person (the "Purchaser") listed on Schedule 1.01 hereto those principal amounts of Primary and Secondary Notes set forth opposite Purchaser's name in Schedule 1.01, for an amount equal to one hundred percent (100%) of the principal amounts thereof. In consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase, that principal amount of Primary Notes set forth opposite its name in Schedule 1.01, for an amount equal to one hundred percent (100%) of the principal amount thereof.
Purchase Price and Closings. 2 Section 1.3 Conversion Shares / Warrant Shares..................................................2 Section 1.4 Exchange of Promissory Notes........................................................2 Section 1.5 Share Exchange Transaction .........................................................2
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Purchase Price and Closings. 2 Section 1.3 Conversion Shares / Warrant Shares.......................2
Purchase Price and Closings. 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, that number of Series E Preferred Shares (or, as more particularly set forth below, shares of Common Stock) set forth below at three closings (the "First Closing," "Second Closing," and "Third Closing"). The aggregate purchase price of the Series E Preferred Shares or shares of Common Stock to be acquired by Purchaser is Thirteen Million Dollars ($13,000,000). Each closing of the purchase and sale of the Series E Preferred Stock or shares of Common Stock to be acquired by the Purchasers from the Company under this Agreement shall take place at a mutually agreeable location at 10:00 a.m. on the date set forth below, or at such time and date thereafter as the Purchasers and the Company may agree (the "Closings"). At each Closing, the Company will deliver to the Purchaser a certificate for the number of Series E Preferred Shares or shares of Common Stock to be purchased at such Closing registered in such Purchaser's name (or its nominee), against delivery of a check or checks payable to the order of the Company, or a transfer of funds to the account of the Company by wire transfer, representing the aggregate purchase price set forth below, as payment in full of the purchase price of the Shares.
Purchase Price and Closings. Section 1.1 Subscription of Convertible Preferred Shares 1 Section 1.2 Subscription Price 1 Section 1.3 Closing 1 Section 1.4 Closing Conditions 2 Article II
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