Purchase and Sale of Common Stock Contract Clauses (85)

Purchase and Sale of Common Stock. a. Agreement to purchase and sell Common Stock. Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of ( ) shares of Common Stock at $ per share, for an aggregate purchase price of $ , payable as follows: Cash, check, bank draft or money order payable to the Company $ Value of shares of Common Stock $ Total Exercise Price $ . b. Closing. The closing hereunder, including payment for and delivery of the Common Stock, shall occur at... the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree; provided, however, that if stockholder approval of the Plan is required before the Option may be exercised, then the Option may not be exercised, and the closing shall be delayed, until such stockholder approval is obtained. If such stockholder approval is not obtained within the time limit specified in the Plan, then this Agreement shall be null and void. View More

Purchase and Sale of Common Stock. Subject to the terms and conditions set forth in this Agreement, the Subscriber shall purchase, and the Company shall issue and sell to the Subscriber, 2,354,000 shares of Common Stock (the "Subscription Shares"), at a purchase price of $12.00 per share, for an aggregate purchase price of $28,248,000.00 in cash (such amount, the "Purchase Price"). The issuance by the Company of the Subscription Shares and the purchase by the Subscriber of the Subscription Shares in exchange for the payment of th...e Purchase Price as described in the foregoing provisions of this Section 1 are hereby collectively referred to herein as the "Subscription". View More

Purchase and Sale of Common Stock. (a) Agreement to purchase and sell Common Stock. Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to sell to Purchaser, an aggregate of ( ) shares of Common Stock at $ per share, for an aggregate purchase price of $ , payable as follows: Cash, check, bank draft or money order payable to the Company $__________ Value of ______ shares of Common Stock1 $__________ Total Exercise Price $__________. 1 Shares must meet the public trading requirements set forth in the... Option. Shares must be valued in accordance with the terms of the Option being exercised, must have been owned for the minimum period required in the Option and must be owned free and clear of any liens, claims, encumbrances or security interest. Certificates must be endorsed or accompanied by an executed stock assignment. (b) Closing. The closing hereunder, including payment for and delivery of the Common Stock, shall occur at the offices of the Company immediately following the execution of this Agreement, or at such other time and place as the parties may mutually agree; provided, however, that if stockholder approval of the Plan is required before the Option may be exercised, then the Option may not be exercised, and the closing shall be delayed, until such stockholder approval is obtained. If such stockholder approval is not obtained within the time limit specified in the Plan, then this Agreement shall be null and void. View More

Purchase and Sale of Common Stock. (a) Purchase of Common Stock. Subject to the terms and conditions set forth in this Agreement, on the Closing Date (as defined below), the Company shall issue and sell to each Purchaser and each Purchaser, severally and not jointly, agrees to purchase from the Company such number of Shares as is set forth next to such Purchaser's name on Schedule A hereto for an aggregate purchase price of $43,200.00 (the "Aggregate Purchase Price"). (b) Closing Date. The date and time of the issuance and sale o...f the Shares pursuant to this Agreement (the "Closing Date") shall be 3:00 p.m., New York time, on the day all of the conditions to closing set for in Section 6 and Section 7 below have been satisfied (or waived), or such other mutually agreed upon date and time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at the executive offices of the Company, or at such other location as may be agreed to by the parties and may be undertaken remotely by facsimile or other electronic transmission. (c) Closing and Escrow. Unless other arrangements have been made between the Company and a specific Purchaser, on or prior to the Closing, each Purchaser shall deliver or cause to be delivered the following in accordance with the subscription procedures described in Section 1(d) below: (i) this Agreement and the Registration Rights Agreement, duly executed by such Purchaser; (ii) an amount equal to the Per Share Purchase Price multiplied by the number of Shares to be purchased by such Purchaser as set forth next to such Purchaser's name on Schedule A hereto (such product, the "Subscription Amount"), in the form of a wire transfer to the Escrow Agent, in accordance with the Escrow Agent's written instructions; and (iii) a fully completed and duly executed Questionnaire in the form attached as Exhibit B hereto (the "Questionnaire"). The funds received pursuant to this Section 1(c)(ii) will be placed with U.S. Bank National Association, who will serve as escrow agent for the Closing (the "Escrow Agent"). At the Closing, as evidenced by a written certificate signed by the Company and the Placement Agent certifying that the conditions to closing hereon have been met, the Escrow Agent will deliver the applicable funds to the Company. If this Agreement is terminated, each Purchaser shall receive back its Subscription Amount promptly, without interest. The Closing will not take place until all the Transaction Documents have been duly delivered as provided herein, the Company has received in escrow the Subscription Amount for all the Securities being sold to the Purchasers, and all of the conditions set forth in Section 6 and Section 7 below have been satisfied (or waived). Certificates evidencing the Securities may be delivered after the Closing, within a reasonable time. (d) Subscription Procedure. Each Purchaser shall deliver or cause to be delivered a duly executed copy of this Agreement, the Registration Rights Agreement, and a fully completed and duly executed Questionnaire to the Placement Agent at the following address: MDB Capital Group, LLC, Attention: Compliance Department, 401 Wilshire Blvd., Suite 1020, Santa Monica, CA 90401. Unless other arrangements have been made with a particular Purchaser, each Purchaser shall also deliver or cause to be delivered the Subscription Amount pursuant to Section 1(c)(ii) hereof. (e) Acceptance. This Agreement sets forth various representations, warranties, covenants and agreements of the Company and the Purchasers, as the case may be, all of which shall be deemed made, and shall be effective without further action by the Company and the Purchasers, immediately upon the Company's acceptance of a Purchaser's subscription and shall thereupon be binding upon the Company and the applicable Purchasers. Acceptance is evidenced only by execution of 2 this Agreement by the Company on its signature page attached hereto, and the Company shall have no obligation hereunder to a Purchaser until the Company shall have delivered to such Purchaser an executed copy of this Agreement. View More

Purchase and Sale of Common Stock. Subject to the terms and conditions of this Agreement, the Company hereby agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, an aggregate of 2,000,000 shares of Common Stock (the "Shares") at a purchase price per share (the "Purchase Price") of the $1.50, for an aggregate amount of $3,000,000.

Purchase and Sale of Common Stock. 1.1 Sale and Issuance of Common Stock. Subject to the terms and conditions of this Agreement, each Purchaser agrees, severally and not jointly, to purchase at the Closing (as defined below), and the Company agrees to sell and issue to the several Purchasers at the Closing, that number of shares of Common Stock, and warrants to purchase that number of shares of Common Stock ("Warrants"), in each case set forth opposite such Purchaser's name on Annex A hereto, at a purchase price of $4.75 per shar...e. The shares of Common Stock to be issued and sold by the Company to the Purchasers pursuant to this Agreement are collectively referred to herein as the "Shares", the shares of Common Stock issuable upon exercise of the Warrants are collectively referred to herein as the "Warrant Shares" and the Shares, Warrants and Warrant Shares are collectively referred to herein as the "Securities". 1.2 Closing. The consummation of the purchase and sale of the Securities and other transactions contemplated hereby (the "Closing") shall take place at the offices of Reitler Kailas & Rosenblatt LLC, 885 Third Avenue, 20th Floor, New York, NY 10022, at 9:00 a.m. Eastern time, as promptly as practicable (but no more than two business days) following the first date on which all conditions set forth in Section 5 and Section 6 hereof have been satisfied or waived (other than those conditions that by their nature are to be satisfied by actions taken at the Closing), or at such other time and place as the Company and the Purchasers shall mutually agree (the date that the Closing occurs, the "Closing Date"). At the Closing, the Company shall (i) issue to each Purchaser (and deliver a book-entry confirmation by the Company's transfer agent) that number of Shares set forth opposite such Purchaser's name on Annex A hereto in book-entry form and (ii) deliver to each Purchaser a Warrant, the form of which is attached hereto as Exhibit A, to purchase that number of shares of Common Stock set forth opposite such Purchaser's name on Annex A hereto, against payment of the purchase price therefor by such Purchaser to the Company by wire transfer of immediately available funds to one or more accounts designated by the Company. At the Closing, each Purchaser and the Company shall execute and deliver the Registration Rights Agreement among the Company and each Purchaser, the form of which is attached hereto as Exhibit B (the "Registration Rights Agreement"). View More