Purchase and Sale of Preferred Shares and Warrants Contract Clauses (33)
Grouped Into 1 Collection of Similar Clauses From Business Contracts
This page contains Purchase and Sale of Preferred 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 Preferred Shares and Warrants. (a) Purchase of Preferred 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), (x) the number of Preferred Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers and (y) Warrants to acquire up to that number of Warrant Shares as is set... forth opposite such Buyer's name in column (4) on the Schedule of Buyers (the "Closing"). (b) Closing. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below, at the office determined by the Lead Investors. The Closing may also be undertaken remotely by electronic transfer of Closing documentation. (c) Purchase Price. The aggregate purchase price for the Preferred Shares and the Warrants to be purchased by each Buyer at the Closing shall be the amount set forth opposite each Buyer's name in column (5) of the Schedule of Buyers (the "Purchase Price"). Each Buyer shall pay $1,000 for each Preferred Share and related Warrants to be purchased by such Buyer at the Closing. (d) Form of Payment. On the Closing Date, (i) each Buyer shall pay its Purchase Price to the Company for the Preferred Shares and the Warrants to be issued and sold to such Buyer at the Closing (less, in the case of the funds managed by Sabby Management, LLC (collectively, the "Lead Investors"), the amounts withheld pursuant to Section 4(g)), by wire transfer of immediately available funds in accordance with the Company's written wire instructions and (ii) the Company shall deliver to each Buyer (x) one or more stock certificates, evidencing the number of Preferred Shares such Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers and (y) the Warrants (allocated in the amounts as such Buyer shall request) such Buyer is purchasing hereunder pursuant to which such Buyer shall have the right to acquire up to such 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 Preferred Shares and Warrants. (a) Purchase of Preferred 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), (x) the number of Preferred Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers and (y) Buyers, along with (x) Series A Warrants to acquire up to that nu...mber of Series A Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, (y) Series B Warrants to acquire up to that number of Series B Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers, and (z) Series C Warrants to acquire up to that number of Series C Warrant Shares as is set forth opposite such Buyer's name in column (6) on the Schedule of Buyers (the "Closing"). -1- (b) Closing. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below, at the office determined by the Lead Investors. offices of Gracin & Marlow, LLP, The Chrysler Building, 405 Lexington Avenue, 26th Floor, New York, New York 10174. The Closing may also be undertaken remotely by electronic transfer of Closing documentation. (c) Purchase Price. The aggregate purchase price for the Preferred Shares and the related Warrants to be purchased by each Buyer at the Closing shall be the amount set forth opposite each such Buyer's name in column (5) (7) of the Schedule of Buyers (the "Purchase Price"). Each Buyer Price"), which shall pay be equal to the amount of $1,000 for each per Preferred Share and related Warrants to be purchased by such Buyer at the Closing. Warrants. (d) Form of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of Empery Asset Master, Ltd. (the "Lead Investor"), any amounts withheld pursuant to Section 4(g)) to the Company for the Preferred Shares and the Warrants to be issued and sold to such Buyer at the Closing (less, in the case of the funds managed by Sabby Management, LLC (collectively, the "Lead Investors"), the amounts withheld pursuant to Section 4(g)), by wire transfer of immediately available funds in accordance with the Company's written wire instructions instructions, after deducting certain fees and expenses due to the Buyers and the Placement Agent; and (ii) the Company shall deliver to each Buyer (x) (w) one or more stock certificates, evidencing the number of Preferred Shares such Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers and (y) the Warrants (allocated in the amounts as such Buyer shall request) such Buyer is purchasing hereunder Buyers, (x) a Series A Warrant pursuant to which such Buyer shall have the right to acquire up to such number of Series A Warrant Shares as is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers, (y) a Series B Warrant pursuant to which such Buyer shall have the right to acquire such number of Series B Warrant Shares as is set forth opposite such Buyer's name in column (5) of the Schedule of Buyers, and (z) a Series C Warrant pursuant to which such Buyer shall have the right to acquire such number of Series C Warrant Shares as is set forth opposite such Buyer's name in column (6) 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 Preferred Shares and Warrants. (a) Purchase of Preferred 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), (x) the number of Preferred Shares as is set forth opposite such on each Buyer's name in column (3) on Signature Page and the Schedule of Buyers and (y) Warrants to acquire up to that number ...of Warrant Shares as is set forth opposite such on each Buyer's name in column (4) on the Schedule of Buyers (the "Closing"). Signature Page. (b) Closing. The date sale and purchase of the Preferred Shares and Warrants may take place at one or multiple closings (each, a "Closing") to be held at such place and time of as Company and the Closing Buyers may determine (the "Closing Date") shall be 10:00 a.m., New York City time, on the date hereof (or such other date and time as is mutually agreed to by the Company and each Buyer) after notification of following satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below, at below. At each Closing, the office determined by Company may update this Agreement and the Lead Investors. The Closing may also be undertaken remotely by electronic transfer Buyer Signature Pages attached hereto, without need for the consent or written waiver of Closing documentation. the Buyers to reflect such additional Closing. (c) Purchase Price. The Preferred Shares and Warrants will be sold as units, with each unit consisting of one (1) share of Series B Preferred Stock and a Warrant to purchase one thousand (1,000) shares of Common Stock, with the price of each such unit being $1,000. The aggregate purchase price for the Preferred Shares and the Warrants to be purchased by each Buyer at the a Closing shall (the "Purchase Price") will be the amount set forth opposite on each Buyer's name in column (5) of the Schedule of Buyers (the "Purchase Price"). Each Buyer shall pay $1,000 for each Preferred Share and related Warrants to be purchased by such Buyer at the Closing. Signature Page. (d) Form of Payment. On the Each Closing Date, as applicable, (i) each Buyer shall pay its Purchase Price to the Company for the Preferred Shares and the Warrants to be issued and sold to such Buyer at the Closing (less, in the case of the funds managed by Sabby Management, LLC (collectively, the "Lead Investors"), the amounts withheld pursuant to Section 4(g)), by wire transfer of immediately available funds or by check in accordance with the Company's written wire payment instructions and (ii) the Company shall deliver to each Buyer (x) one or more stock certificates, evidencing the number of Preferred Shares such Buyer is purchasing as is set forth opposite purchasing, or evidence of a book entry for such Buyer's name shares recorded in column (3) the stock records of the Schedule of Buyers Company, and (y) one or more warrant certificates, evidencing the Warrants (allocated in the amounts as such Buyer shall request) such Buyer is purchasing hereunder pursuant to purchasing, which such Buyer certificates shall have the right to acquire up to such number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers, in each case be duly executed on behalf of the Company and registered in the Company's records in the name of such Buyer or its designee. (e) Preferred Stock Designation. At the first Closing, the company shall cause to be filed with the Secretary of State for the State of Delaware an amendment to its amended and restated certificate of incorporation providing for the rights and preferences of the Series B Preferred Stock (the "Charter Amendment") in the form attached hereto as Exhibit B. View More
Purchase and Sale of Preferred Shares and Warrants. (a) Purchase of Closing. (i) Preferred Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall agrees to issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company (the "Closing") on the Closing Date (as defined below), (x) the number of Preferred Shares Shares, as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers Buyers, and (y) Warrants t...o acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, for an aggregate amount of $1,000,000 for all Buyers (the "Closing"). (b) "Investment Amount"). (ii) Closing. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York City time, on the date hereof Execution Date (or such other later date and time as is mutually agreed to by the Company and each Buyer) after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below, at the office determined by the Lead Investors. The Closing may also be undertaken remotely by electronic transfer offices of Closing documentation. (c) Nason, Yeager, Gerson, Harris & Fumero, P.A., 3001 PGA Boulevard, Suite 305, Palm Beach Gardens, FL 33410. (iii) Purchase Price. The aggregate purchase price for the Preferred Shares and the Warrants to be purchased by each Buyer at the Closing (the "Purchase Price") shall be the amount set forth opposite each such Buyer's name in column Column (5) of on the Schedule of Buyers (the "Purchase Price"). Each Buyer shall pay $1,000 for in each case reflecting a 10% original issuance discount from the stated value of the Preferred Share and related Warrants to be purchased by such Buyer at the Closing. (d) Shares. (iv) Form of Payment. On or before the Closing Date, (i) (A) each Buyer shall pay deliver to Nason, Yeager, Gerson, Harris & Fumero, P.A. as escrow agent ("Escrow Agent"), its portion of the Purchase Price to be paid in cash to the Company for the Preferred Shares and the Warrants to be issued and sold to such Buyer at the Closing (less, in the case of the funds managed by Sabby Management, LLC (collectively, the "Lead Investors"), the amounts withheld pursuant to Section 4(g)), Closing, by wire transfer of immediately available funds in accordance with the Company's Escrow Agent's written wire instructions instructions, (B) such Buyer who is delivering the "Stock Purchase Price" to the Company in securities in lieu of cash as set forth on the Schedule of Buyers to purchase 11,000 Preferred Shares shall deliver the Stock Purchase Price directly to the Company and (ii) (C) the Company shall deliver to each Buyer (x) one or more stock certificates, evidencing the Preferred Shares (allocated in such number of Preferred Shares shares as the Buyer shall request) and related Warrants (allocated in such number of shares as the Buyer shall request) which such Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the Schedule of Buyers and (y) the Warrants (allocated in the amounts as such Buyer shall request) such Buyer is purchasing hereunder pursuant to which such Buyer shall have the right to acquire up to such number of Warrant Shares as is set forth opposite such Buyer's name in column (4) of the Schedule of Buyers, hereunder, in each case duly executed on behalf of the Company and registered in the name of such Buyer or its designee. View More
