Source and Amount of Funds or Other Sample Clauses

Source and Amount of Funds or Other. Consideration As disclosed in the Issuer’s Form 8-K filed with the Commission on December 20, 2011, the relevant items of which are hereby incorporated in their entirety by reference, on November 21, 2011, the Issuer entered into a Securities Purchase Agreement (the “Purchase Agreement”) with DermaStar, pursuant to which the Issuer agreed to issue ten (10) shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to DermaStar for an aggregate purchase price of $100,000. The Purchase Agreement became effective on December 9, 2011. On December 12, 2011, the Issuer and DermaStar consummated the transactions contemplated by the Purchase Agreement and the Issuer issued to DermaStar the Series A Preferred Stock and DermaStar paid the aggregate purchase price therefor of $100,000, using the working capital of DermaStar. Effective on February 28, 2012, the Issuer effected (i) a 1-for-8 reverse split of its Common Stock (the “Reverse Split”) and (ii) an increase in its total number of shares of Common Stock authorized from 50,000,000 shares to 395,000,000 shares (the “Authorized Increase”). Subject to the application of the terms of the Reverse Split and Authorized Increase, as of February 28, 2012, the shares of Series A Preferred Stock issued to DermaStar are convertible into a total of 7,498,500 shares of the Issuer’s Common Stock. A copy of the Purchase Agreement is attached as an exhibit to the Issuer’s Form 8-K filed with the Commission on December 20, 2011 and hereby incorporated in its entirety by reference. The foregoing description of the terms of the Purchase Agreement is qualified in its entirety by reference to such exhibit. As disclosed in the Issuer’s Form 8-K filed with the Commission on January 25, 2012, the relevant items of which are hereby incorporated in their entirety by reference, as of January 25, 2012, the Issuer entered a waiver and settlement agreement (the “Waiver Agreement”) with DermaStar, relating to DermaStar’s 80% interest in a $1,000,000 7.5% convertible promissory (the “Convertible Note”) issued by the Issuer on April 5, 2010. DermaStar acquired its interest in the Convertible Note on January 1, 2012 for the purchase price of $50,000 using the working capital of DermaStar. Pursuant to the Waiver Agreement, DermaStar and the Issuer agreed to the mandatory conversion of DermaStar’s interest in the Convertible Note at such time as (and not until) the Issuer had a sufficient number of authorized Common Stock to e...
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Related to Source and Amount of Funds or Other

  • Source and Amount of Funds 61 11. Conditions to the Offer ................................................ 61

  • No Outstanding Loans or Other Indebtedness Except as described in the Prospectus, there are no outstanding loans, advances (except normal advances for business expenses in the ordinary course of business) or guarantees or indebtedness by the Company to or for the benefit of any of the officers or directors of the Company or any of the members of any of them.

  • No Unlawful Contributions or Other Payments Neither the Company nor any of its subsidiaries nor, to the best of the Company’s knowledge, any employee or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus.

  • No Outstanding Loans or Other Extensions of Credit The Company does not have any outstanding extension of credit, in the form of a personal loan, to or for any director or executive officer (or equivalent thereof) of the Company except for such extensions of credit as are expressly permitted by Section 13(k) of the Exchange Act.

  • Are There Different Types of IRAs or Other Tax Deferred Accounts? Yes. Upon creation of a tax deferred account, you must designate whether the account will be a Traditional IRA, a Xxxx XXX, or a Xxxxxxxxx Education Savings Account (“CESA”). (In addition, there are Simplified Employee Pension Plan (“SEP”) IRAs and Savings Incentive Matched Plan for Employees of Small Employers (“SIMPLE”) IRAs, which are discussed in the Disclosure Statement for Traditional IRAs). • In a Traditional IRA, amounts contributed to the IRA may be tax deductible at the time of contribution. Distributions from the IRA will be taxed upon distribution except to the extent that the distribution represents a return of your own contributions for which you did not claim (or were not eligible to claim) a deduction. • In a Xxxx XXX, amounts contributed to your IRA are taxed at the time of contribution, but distributions from the IRA are not subject to tax if you have held the IRA for certain minimum periods of time (generally, until age 59½ but in some cases longer). • In a Xxxxxxxxx Education Savings Account, you contribute to an IRA maintained on behalf of a beneficiary and do not receive a current deduction. However, if amounts are used for certain educational purposes, neither you nor the beneficiary of the IRA are taxed upon distribution. Each type of account is a custodial account created for the exclusive benefit of the beneficiary – you (or your spouse) in the case of the Traditional IRA and Xxxx XXX, and a named beneficiary in the case of a Xxxxxxxxx Education Savings Account. U.S. Bank, National Association serves as Custodian of the account. Your, your spouse’s or your beneficiary’s (as applicable) interest in the account is nonforfeitable.

  • Types and Amounts No Issuing Bank shall have any obligation to and no Issuing Bank shall:

  • Adjustments for Dividends in Stock or Other Securities or Property If while the Warrants, or any portion thereof, remain outstanding and unexpired, the Holders shall have received, or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each case, the Warrants shall represent the right to acquire, in addition to the number of shares of such class of security receivable upon exercise of the Warrants, and without payment of any additional consideration therefore, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the class of security receivable upon exercise of the Warrants on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during said period, giving effect to all adjustments called for during such period by the provisions of this Section 7.

  • No Buydown Provisions; No Graduated Payments or Contingent Interests The Mortgage Loan does not contain provisions pursuant to which Monthly Payments are paid or partially paid with funds deposited in any separate account established by the Company, the Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other than the Mortgagor nor does it contain any other similar provisions currently in effect which may constitute a "buydown" provision. The Mortgage Loan is not a graduated payment mortgage loan and the Mortgage Loan does not have a shared appreciation or other contingent interest feature;

  • Amount of Funds Available to Grantee The maximum amount of funding being made available to Grantee under this Agreement is: $20,000. This amount may be amended, subject to funds availability, by mutual consent of the parties. Grant funds under this Agreement may be considered taxable income.

  • No Equity Participation or Contingent Interest No Mortgage Loan contains any equity participation by the lender or provides for negative amortization (except that the ARD Loan may provide for the accrual of interest at an increased rate after the Anticipated Repayment Date) or for any contingent or additional interest in the form of participation in the cash flow of the related Mortgaged Property.

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