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.
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Purchase and Sale of Common Shares and Warrants.
1 (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 The Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly,
agrees to shall purchase from the Company on the Closing Date (as defined
below) (A) such below), the aggregate number of Common
Shares Shares, as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers,
and (B) along with (i) Series A Warr
...ants to initially acquire up to that the aggregate number of Series A Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, (ii) Series B Warrants to initially acquire up to the aggregate number of Series B Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers and (iii) Series C Warrants to initially acquire up to the aggregate number of Series C Warrant Shares as is set forth opposite such Buyer's name in column (6) 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 Greenberg Traurig, LLP, 101 MetLife Building, 200 Park Avenue, New York, NY 10178. New York 10166. The date and time of the Closing (the "Closing Date") shall be 10:00 9:00 a.m., New York time, on the first (1st) Business third (3rd) Trading Day (as defined below) on which in the conditions to Warrants) after the Closing set forth in Sections 6 and 7 below are satisfied or waived date hereof (or such other earlier 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) (7) on the Schedule of Buyers. (d) Form Payment of Payment; Purchase Price; 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) Company's written wire instructions (less, in the case of the lead Buyer, Cranshire (as defined below), the amounts withheld pursuant to Section 4. (j)) 4(g)) and (ii) the Company shall (A) cause Corporate Stock Transfer, Interwest Transfer Company, 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 such Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of on the Schedule of Buyers to such Buyer's or its designee's balance account with DTC through its Deposit/Withdrawal at Custodian system, system and (B) the Company shall deliver to each such Buyer a Warrant (1) (I) Series A Warrants pursuant to which such Buyer shall have the right to initially acquire up to such the aggregate number of Series A Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, (II) Series B Warrants pursuant to which such Buyer shall have the right to initially acquire up to the aggregate number of Series B Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers and (III) Series C Warrants pursuant to which such Buyer shall have the right to initially acquire up to the aggregate number of Series C Warrant Shares as is set forth opposite such Buyer's name in column (6) on the Schedule of Buyers, in each case, all cases, duly executed on behalf of the Company and registered in the name of such Buyer or its designee. designee and (2) the other documents, instruments and certificates set forth in Section 6 duly executed on behalf of the Company.
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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) (i) such aggregate number of Common Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of
Buyers, Buyers and
(B) (ii) Warrants to initially acquire up to that agg
...regate 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, 3 World Trade Center, 175 Greenwich Street, New York, NY 10178. 10007. 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) on the Schedule of Buyers. (d) Form of Payment; Deliveries. Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of any Buyer, the amounts withheld pursuant to Section 4(g)) 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 deliver to each Buyer (A) cause Corporate Stock Transfer, Inc. (together with any subsequent transfer agent, a stock certificate of the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, to credit for 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 that aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of on 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.
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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 shall purchase from the Company on the Closing Date (as defined
below) (A) such aggregate below), the number of Common Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers,
and (B) along with the Warrants to
initially acqui
...re 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 Kleinberg, Kaplan, Wolff & Warren LLP, 101 Park Cohen, P.C., 551 Fifth Avenue, New York, NY 10178. New York 10176. 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 later date as is mutually agreed to by the Company and each Buyer). As used herein 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) (6) on the Schedule of Buyers. Each Buyer shall pay $0.12 per Common Share for each Common Share and related Warrants to be purchased by such Buyer at the Closing. 1 (d) Form of Payment; Deliveries. Payment. On the Closing Date, (i) each Buyer shall pay deliver 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)) Company's written wire instructions and (ii) the Company shall deliver to each Buyer (A) cause Corporate Stock Transfer, Inc. (together with any subsequent transfer agent, one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 5(c) hereof), evidencing the "Transfer Agent") through the Depository Trust Company ("DTC") Fast Automated Securities Transfer Program, to credit such aggregate number of Common Shares that each such 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, Buyers, 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, all cases, duly executed on behalf of the Company and registered in the name of such Buyer or its designee.
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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 The Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly,
agrees to shall purchase from the Company on the Closing Date (as defined
below) (A) such below), the aggregate number of Common
Shares Shares, as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers,
and (B) along with Warrants to initial
...ly acquire up to that the 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 Greenberg Traurig, LLP, 101 Park Avenue, New York, NY 10178. 77 W. Wacker Drive, Suite 3100, Chicago, Illinois 60601. The date and time of the Closing (the "Closing 1 Date") shall be 10:00 8:30 a.m., New York time, on the first (1st) Business third (3rd) Trading Day (as defined below) on which in the conditions to Warrants) after the Closing set forth in Sections 6 and 7 below are satisfied or waived date hereof (or such other earlier 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 Payment of Payment; Purchase Price; 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) Company's written wire instructions (less, in the case of the lead Buyer, Cranshire (as defined below), the amounts withheld pursuant to Section 4. (j)) 4(g)) and (ii) the Company shall (A) cause Corporate Stock Transfer, Inc. Interwest Transfer Company (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 such Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of on 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 Warrants to initially acquire up to such the aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of on the Schedule of Buyers, in each case, Buyers duly executed on behalf of the Company and registered in the name of such Buyer or its designee. designee and (C) deliver to such Buyer the other documents, instruments and certificates set forth in Section 6 duly executed on behalf of the Company.
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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 Goodwin Procter LLP, 101 Park The New York Times Building, 620 Eighth Avenue, New York, NY 10178. 10018. 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. 1 (d) Form of Payment; Deliveries. On the Closing Date, (i) each Buyer shall pay its respective the Purchase Price will be released from escrow in accordance with the escrow agreement among the Company, Joseph Gunnar & Co., LLC, and Signature Bank, as escrow agent (the "Escrow Agreement") 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.
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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 The Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly,
agrees to shall purchase from the Company on the Closing Date (as defined
below) (A) such below), the aggregate number of Common
Shares Shares, as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers,
and (B) along with Warrants to initial
...ly acquire up to that the 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. Schiff Hardin LLP. The date and time of the Closing (the "Closing Date") shall be 10:00 8:30 a.m., New York time, on the first (1st) Business third (3rd) Trading Day (as defined below) on which in the conditions to Warrants) after the Closing set forth in Sections 6 and 7 below are satisfied or waived date hereof (or such other earlier 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 Payment of Payment; Purchase Price; 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, Company's written wire instructions (less the amounts withheld pursuant to Section 4. (j)) 4(g)) and (ii) the Company shall (A) cause Corporate Stock Transfer, Inc. Interwest Transfer Company (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 such Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of on 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 Warrants to initially acquire up to such the aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of on the Schedule of Buyers, in each case, Buyers duly executed on behalf of the Company and registered in the name of such Buyer or its designee. designee and (C) deliver to such Buyer the other documents, instruments and certificates set forth in Section 6 duly executed on behalf of the Company.
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