Purchase and Sale of Common Shares and Warrants Contract Clauses (37)
Grouped Into 2 Collections of Similar Clauses From Business Contracts
This page contains Purchase and Sale of Common Shares and Warrants clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) (A) such aggregate number of Common Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, and (B) Warrants to initially acquire up to that aggregate number of... Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers. (b) Closing. The closing (the "Closing") of the purchase of the Common Shares and the Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (c) Purchase Price. The aggregate purchase price for the Common Shares and the Warrants to be purchased by each Buyer (the "Purchase Price") shall be the amount set forth opposite such Buyer's name in column (5) on the Schedule of Buyers. (d) Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4. (j)) and (ii) the Company shall (A) cause Corporate Stock Transfer, Inc. (together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers to such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.View More
Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) (A) such aggregate below), that number of Common Shares Shares, and a Warrant to initially acquire that number of Warrant Shares, each as is set forth opposite such Buyer's name in column (3) sig...nature on the Schedule of Buyers, and (B) Warrants to initially acquire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers. signature page hereto. (b) Closing. The closing (the "Closing") of the purchase of the Common Shares and the Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren K&L Gates, LLP, 101 Park Avenue, New York, NY 10178. 200 S. Biscayne Blvd., Ste 3900, Miami, FL 33131. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). the Buyers). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (c) Purchase Price. The aggregate gross purchase price for the Common Shares and the Warrants to be purchased by each Buyer (the "Purchase Price") hereunder shall be the amount set forth opposite such each Buyer's name in column (5) signature on the Schedule of Buyers. signature page attached hereto (with respect to each Buyer, the "Purchase Price"). -1- (d) Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective the Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to each such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4. (j)) below), and (ii) the Company shall (A) cause Corporate Stock Transfer, Inc. Computershare Trust Company, N.A. (together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers to such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, system the Common Shares purchased set forth opposite each Buyer's signature on the signature page attached hereto, and (B) deliver to each Buyer a the Warrant pursuant to which each such Buyer shall have the right to initially acquire up to such aggregate number of the Warrant Shares as is set forth opposite such each Buyer's name in column (4) of signature on the Schedule of Buyers, in each case, signature page attached hereto, duly executed on behalf of the Company and registered in the name of such the Buyer or its designee. View More
Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) (A) such aggregate below), (x) the number of Common Shares as is set forth opposite such Buyer's name in column (3) (2) on the Schedule of Buyers, and (B) along with (y) Warrants to initially acq...uire up to that aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) (5) on the Schedule of Buyers. (b) Closing. The closing (the "Closing") completion of the purchase and sale of the Common Shares and the Warrants by the Buyers Units (the "Closing") shall occur at promptly following the offices satisfaction of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the all conditions to the for Closing set forth below, but in Sections 6 and 7 below are satisfied or waived (or such other date as is no event later than March 23, 2020, unless mutually agreed to by the Company and each Buyer). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, the Buyers (the "Closing Date"). The Closing shall occur at 10:00 a.m., New York are authorized or required by law to remain closed. City time on the Closing Date, and shall remotely via the electronic exchange of signature pages and Closing documentation and payment of funds in accordance with Section 1(d). (c) Purchase Price. The aggregate purchase price for the Common Shares and the Warrants Units to be purchased by each Buyer (the "Purchase Price") at the Closing shall be the amount set forth opposite such Buyer's name in column (5) on (6) of the Schedule of Buyers. Buyers (the "Purchase Price"). The price per Unit shall be the amount of $2.21425 for any Buyer who is not an officer, director, employee, or consultant of the Company (an "Insider") or $2.42625 for any Insider (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date hereof and before the Closing Date). (d) Form of Payment; Deliveries. Payment. On the Closing Date, (i) each Buyer shall pay its such Buyer's respective Purchase Price to the Company for the Common Shares and the Warrants Units to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow Company's written wire instructions. (e) Delivery of Funds Letter (as defined below) (less, in Securities. On the case of the lead Buyer, the amounts withheld pursuant to Section 4. (j)) and (ii) Closing Date, the Company shall (A) cause Corporate Stock Transfer, Inc. (together with any subsequent deliver to each Buyer (i) evidence from the Company's transfer agent, agent of the "Transfer Agent") through issuance of the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer's name in column (3) (2) of the Schedule of Buyers to Buyers, registered in the name of such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, Buyer in book-entry form on the books and (B) deliver to each records of the Company's transfer agent and (ii) Warrants which such Buyer a Warrant is purchasing hereunder pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) (5) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee. Buyer. View More
Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) (A) such aggregate number of Common Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, and (B) Warrants to initially acquire up to that aggregate number of... Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers. (b) Closing. The closing (the "Closing") of the purchase of the Common Shares and the Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 101 Park Avenue, New York, NY 10178. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, The City of New York are authorized or required by law to remain closed. closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to "stay at home", "shelter-in-place", "non-essential employee" or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day. (c) Purchase Price. The aggregate purchase price for the Common Shares and the Warrants to be purchased by each Buyer (the "Purchase Price") shall be the amount set forth opposite such Buyer's name in column (5) (6) on the Schedule of Buyers. (d) Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Common Shares and the Warrants to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) (less, in the case of the lead Buyer, the amounts withheld pursuant to Section 4. (j)) 4(j)) and (ii) the Company shall (A) cause EQ Shareowner Services (to which Corporate Stock Transfer, Inc. (together has been merged into, together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers to such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, and (B) deliver to each Buyer a Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers, in each case, duly executed on behalf of the Company and registered in the name of such Buyer or its designee. 2 (e) Sales During Pre-Settlement Period. Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Buyer, through, and including the time immediately prior to the Closing (the "Pre-Settlement Period"), such Buyer sells (excluding "short sales" as defined in Rule 200 of Regulation SHO) to any Person all, or any portion, of any Common Shares to be issued hereunder to such Buyer at the Closing (collectively, the "Pre-Settlement Common Shares"), such Buyer shall, automatically hereunder (without any additional required actions by such Buyer or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Common Shares to such Buyer at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Common Shares to such Buyer prior to the Company's receipt of the purchase price of such Pre-Settlement Common Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Buyer as to whether or not during the Pre-Settlement Period such Buyer shall sell any Common Shares to any Person and that any such decision to sell any Common Shares by such Buyer shall be made, in the sole discretion of such Buyer, at the time such Buyer elects to effect any such sale, if any. View More
Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company on the Closing Date (as defined below), (i) 196,104 Common Shares, (ii) the Series C Warrant to initially acquire an aggregate of up to 261,911 Series C Warrant Shares and (iii) the Series D Warrant to initially acquire an aggregate of up to 458,015 Series D Warra...nt Shares. (b) Closing. The closing (the "Closing") of the purchase of the Common Shares and the Warrants by the Buyer shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and the Buyer). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (c) Purchase Price. The aggregate gross purchase price for the Common Shares and the Warrants to be purchased by the Buyer hereunder shall be $1,500,000 (the "Purchase Price"). (d) Form of Payment; Deliveries. On the Closing Date, (i) the Buyer shall pay the Purchase Price (less the amount withheld pursuant to Section 4(g)) to the Company for the Common Shares and the Warrants to be issued and sold to the Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the Company shall (A) cause Philadelphia Stock Transfer, Inc. (together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, to credit 196,104 Common Shares to the Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, (B) deliver to the Buyer the Series C Warrant pursuant to which the Buyer shall have the right to initially acquire an aggregate of up to 261,911 Series C Warrant Shares, duly executed on behalf of the Company and registered in the name of the Buyer or its designee, and (C) deliver to the Buyer the Series D Warrant pursuant to which the Buyer shall have the right to initially acquire an aggregate of up to 458,015 Series D Warrant Shares, duly executed on behalf of the Company and registered in the name of the Buyer or its designee.View More
Purchase and Sale of Common Shares and Warrants. (a) Purchase of Common Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company on the Closing Date (as defined below), (i) 196,104 225,813 Common Shares, (ii) the Series C A Warrant to initially acquire an aggregate of up to 261,911 156,353 Series C A Warrant Shares and (iii) the Series D B Warrant to initially acquire an aggregate of up to ...458,015 382,166 Series D B Warrant Shares. (b) Closing. The closing (the "Closing") of the purchase of the Common Shares and the Warrants by the Buyer shall occur at the offices of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., 666 Third Avenue, New York, NY 10017. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and the Buyer). As used herein "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed. (c) Purchase Price. The aggregate gross purchase price for the Common Shares and the Warrants to be purchased by the Buyer hereunder shall be $1,500,000 (the "Purchase Price"). (d) Form of Payment; Deliveries. On the Closing Date, (i) the Buyer shall pay the Purchase Price (less the amount withheld pursuant to Section 4(g)) to the Company for the Common Shares and the Warrants to be issued and sold to the Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the Company shall (A) cause Philadelphia Stock Transfer, Inc. (together with any subsequent transfer agent, the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, to credit 196,104 225,813 Common Shares to the Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, (B) deliver to the Buyer the Series C A Warrant pursuant to which the Buyer shall have the right to initially acquire an aggregate of up to 261,911 156,353 Series C A Warrant Shares, duly executed on behalf of the Company and registered in the name of the Buyer or its designee, and (C) deliver to the Buyer the Series D B Warrant pursuant to which the Buyer shall have the right to initially acquire an aggregate of up to 458,015 382,166 Series D B Warrant Shares, duly executed on behalf of the Company and registered in the name of the Buyer or its designee. View More
