Nature and Purchase of Common Stock and Warrants Sample Clauses

Nature and Purchase of Common Stock and Warrants. (A) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of 1,410,000 units (“Units”) of securities, each such Unit consisting of (a) one share of common stock (“Firm Shares”) of the Company, par value $.001 per share (the “Common Shares”), and (b) a Warrant to purchase one Common Share (the “Firm Warrants”). The Firm Shares and the Firm Warrants will be sold as units (the “Units”, with each Unit consisting of one Firm Share and one Firm Warrant). To the extent that the purchase of Firm Shares would cause the beneficial ownership of a purchaser in the Offering, together with its affiliates and certain related parties, to exceed 4.99% of the Common Shares, the Company agrees to issue the Underwriters, for delivery to such purchasers, an equal number shares of the Company’s Series A Preferred Stock (the “Preferred Shares”), which is initially convertible on a one-for-one basis into Common Shares, in lieu of the Firm Shares included in the Units. The Units, and the Shares (as defined below) or Preferred Shares, as applicable, included within the Units and the Warrants (as defined below) comprising the Units, as well as the Common Shares issuable upon exercise of the Warrants (the “Warrant Shares”) or conversion of the Preferred Shares, are hereinafter referred to together as the “Firm Securities.”
Sample 1
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Nature and Purchase of Common Stock and Warrants. (A) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of 3,400,000 units (“Units”) of securities, each such Unit consisting of (a) one share of the Company’s common stock (the “Common Stock”) (the “Shares”) and (b) one quarter (0.25) of one warrant, which warrant is each exercisable to purchase one share of Common Stock (the “Warrants”). For purposes of clarity, quarter Warrants can only be exercised in lots of four, that means that only four quarter Warrants can be exercised together to purchase one share of Common Stock. The Units, the Shares, the Warrants and the shares of Common Stock issuable upon exercise thereof are hereinafter referred to together as the “Public Securities.”
Sample 1
Nature and Purchase of Common Stock and Warrants. (A) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of 1,900,000 units (“Units”) of securities, each such Unit consisting of (a) one share of the Company’s common stock (the “Common Stock”) (the “Shares”) and (b) a warrant, which warrant is each exercisable to purchase 0.5 shares of Common Stock (the “Warrants”). The Units, the Shares, the Warrants and the shares of Common Stock issuable upon exercise thereof (the “Warrant Shares”) are hereinafter referred to together as the “Public Securities.”
Sample 1

Related to Nature and Purchase of Common Stock and Warrants

  • Sale and Purchase of Common Stock 1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).

  • Purchase of Common Shares The Purchaser shall have accepted for payment and paid for Common Shares in an amount sufficient to meet the Minimum Condition and otherwise pursuant to the Offer in accordance with the terms hereof.

  • PURCHASE OF COMMON STOCK Subject to the terms and conditions set forth in this Agreement, the Company has the right to sell to the Investor, and the Investor has the obligation to purchase from the Company, Purchase Shares as follows:

  • Subscription and Purchase of Shares For the sum of $25,000 (the “Purchase Price”), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to the Subscriber, and the Subscriber hereby subscribes for and purchases the Shares from the Company, 1,125,000 of which are subject to surrender and cancellation, on the terms and subject to the conditions set forth in this Agreement. All references in this Agreement to shares of the Company being surrendered and canceled shall take effect as surrenders and cancellations for no consideration of such shares as a matter of Cayman Islands law.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Nature and Purchase of Firm Shares (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, an aggregate of [●] shares (“Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”).

  • Purchase of Shares of Common Stock Each Purchase Contract shall, unless an Early Settlement has occurred in accordance with Section 5.9 hereof, obligate the Holder of the related Security to purchase, and the Company to sell, on the Purchase Contract Settlement Date at a price equal to the Stated Amount (the "Purchase Price"), a number of newly issued shares of Common Stock equal to the Settlement Rate unless, on or prior to the Purchase Contract Settlement Date, there shall have occurred a Termination Event with respect to the Security of which such Purchase Contract is a part. The "Settlement Rate" is equal to:

  • Nature and Purchase of Firm Securities (i) On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell, severally and not jointly, to the several Underwriters, an aggregate of _____________ shares (“Firm Shares”) of Common Stock, par value $.001 per share (the “Shares”).

  • Subscription and Purchase Price (a) The total sum of the Purchase Price plus the Subscription Price for the Xxxxxxxx Shares shall be Reais Equivalent to U.S.$114,000,000.00 (One hundred fourteen Million U.S. Dollars plus R$8,000,000 (eight million Reais). Such payments shall not be adjusted by profits and losses of the Newco (in the ordinary course of business) as of the date of the Transfer of the Business.

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