Purchase and Sale of Preferred Shares and Warrants Clause Example with 21 Variations from Business Contracts
This page contains Purchase and Sale of Preferred Shares and Warrants clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
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
Variations of a "Purchase and Sale of Preferred Shares and Warrants" Clause from Business Contracts
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 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 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 such Buyer's name in column (3) of the Schedule of Buyers purchasing, 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 record 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 A Preferred Stock (the "Certificate of Designation") in the form attached hereto as Exhibit B. 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 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 record 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 A 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 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) Series A Warrants to acqui...re up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, and (z) Additional Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers, up to an aggregate amount of $1,111,111.00 for all Buyers (the "Closing"). (b) (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, White & Lioce, 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 (5) of (7) on the Schedule of Buyers (the "Purchase Price"). equal to an aggregate amount of $1,111,111.00 for all Buyers, provided that, subsequent to the initial Closing, the Company may offer and sell up to an additional $1,200,000 of Preferred Shares and Warrants on identical terms as those contained in the Transaction Documents to a strategic investor, Buyer, or Buyers provided that the investors participating in any such subsequent closing shall be subject to a one year lock-up covering all purchased securities from the subsequent closing date, notwithstanding anything in this Agreement to the contrary. Each Buyer shall pay $1,000 $12.60 for each Preferred Share and related Warrants to be purchased by such Buyer at the Closing. (d) Closing and any subsequent closing. 2 (iv) Form of Payment. On the Closing Date, (i) (A) each Buyer shall pay deliver to Nason, Yeager, Gerson, White & Lioce, P.A. as escrow agent ("Escrow Agent"), its portion of the 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 any Buyer the funds managed amount withheld by Sabby Management, LLC (collectively, the "Lead Investors"), the amounts withheld such Buyer pursuant to Section 4(g)), 4(f)), by wire transfer of immediately available funds in accordance with the Company's Escrow Agent's written wire instructions and (ii) (B) 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
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) below) the aggregate 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 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 (the "Closing"). Buyers. 2 (b) Closing. The closing (the "Closing") of the purchase of the Preferred Shares and the Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 3 World Trade Center, 175 Greenwich Street, New York, NY 10007. 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 first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below, 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 Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain 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 office determined 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 the Lead Investors. The Closing may also be undertaken remotely by electronic transfer of Closing documentation. customers on such day. (c) 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 (5) of on the Schedule of Buyers (the "Purchase Price"). Buyers. Each Buyer shall pay $1,000 approximately $943.40 for each Preferred Share and related Warrants to be purchased by such Buyer at the Closing. Each Buyer and the Company agree that the Preferred Shares and the Warrants constitute an "investment unit" for purposes of Section 1273(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code"). The Buyers and the Company mutually agree that the allocation of the issue price of such investment unit between the Preferred Shares and the Warrants in accordance with Section 1273(c)(2) of the Code and Treasury Regulation Section 1.1273-2(h) shall be an aggregate amount allocated to the Warrants as the parties shall mutually agree on or prior to the Closing Date and the balance of the Purchase Price allocated to the Preferred Shares, and neither the Buyers nor the Company shall take any position inconsistent with such allocation in any tax return or in any judicial or administrative proceeding in respect of taxes. (d) Form of 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 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 written wire instructions Flow of Funds Letter (as defined below) and (ii) the Company shall deliver to each Buyer (x) one or more stock certificates, evidencing (A) the aggregate 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 Buyers, and (y) the Warrants (allocated in the amounts as such Buyer shall request) such Buyer is purchasing hereunder (B) 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 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) below) (a) the aggregate 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 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) on the Schedule of Buyers (the "Closing"). Buyers. (b) Closing. The closing (the "Closing") of the purchase of the Preferred Shares and the Warrants by the Buyers shall occur at the offices of Kelley Drye & Warren LLP, 3 World Trade Center, 175 Greenwich Street, New York, NY 10007. 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 first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below, 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 Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain 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 office determined 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 the Lead Investors. The Closing may also be undertaken remotely by electronic transfer of Closing documentation. customers on such day. (c) 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 (5) of on 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. Buyers. 2 (d) Form of 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 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 written wire instructions Flow of Funds Letter (as defined below) and (ii) the Company shall deliver to each Buyer (x) one or more stock certificates, evidencing (A) the aggregate 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 Buyers, and (y) the Warrants (allocated in the amounts as such Buyer shall request) such Buyer is purchasing hereunder (B) 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 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 (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 such aggregate number of Preferred Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers and (y) along with 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. 1 (b)Closing. The closing (the "Closing") of the purchase of the Preferred Shares and the Warrants by the Buyers (the "Closing"). (b) Closing. shall occur remotely by the electronic transfer of Closing documentation. 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 first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below, 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 Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain 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 office determined 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 the Lead Investors. The Closing may also be undertaken remotely by electronic transfer of Closing documentation. (c) Purchase customers on such day. (c)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 (5) of on 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 Buyers. (d)Form of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of Buyers affiliated with Iroquois, the 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)), Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions (less, in the case of Buyers affiliated with Iroquois, the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall deliver to each Buyer (x) one or more stock certificates, evidencing the (A) such aggregate 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 Buyers, and (y) the Warrants (allocated in the amounts as such Buyer shall request) such Buyer is purchasing hereunder (B) 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 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 such aggregate number of Preferred Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers and (y) along with Warrants to initially acquire up to tha...t aggregate number of Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers (the "Closing"). Buyers. (b) Closing. The closing (the "Closing") of the purchase of the Preferred Shares and the Warrants by the Buyers shall occur remotely by the electronic transfer of Closing documentation. 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 first (1st) Business Day on which the conditions to the Closing set forth in Sections 6 and 7 below, 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 Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain 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 office determined 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 the Lead Investors. The Closing may also be undertaken remotely by electronic transfer of Closing documentation. customers on such day. (c) 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 (5) of on 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. Buyers. (d) Form of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of Buyers affiliated with Iroquois, the 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)), Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions (less, in the case of Buyers affiliated with Iroquois, the amounts withheld pursuant to Section 4(g)) and (ii) the Company shall deliver to each Buyer (x) one or more stock certificates, evidencing the (A) such aggregate 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 Buyers, and (y) the Warrants (allocated in the amounts as such Buyer shall request) such Buyer is purchasing hereunder (B) 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 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 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), (x) the aggregate number of Preferred Shares Shares, as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers and (y) Warrants Buyers, along with a Warrant... to 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 (the "Closing"). Buyers. (b) Closing. The closing (the "Closing ") of the purchase of the Preferred Shares and the Warrants shall occur at the offices of Greenberg Traurig, LLP, MetLife Building, 200 Park Avenue, New York, NY 10166. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., New York City time, on the third (3rd) Trading Day (as defined in the Warrants) after the date hereof (or such other earlier 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. Buyer). (c) 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 (5) on the Schedule of Buyers. (d) Commitment Shares. In consideration for the Buyer's execution and delivery of this Agreement, at the Closing, the Company shall deliver to such Buyer 3% of the Purchase Price in shares of Common Stock (the "Commitment Shares") as set forth on column (6) of the Schedule of Buyers (the "Purchase Price"). Each Buyer Buyers. The Commitment Shares shall pay $1,000 for each Preferred Share and related Warrants be issued pursuant to be purchased by such Buyer at the Closing. (d) Form Registration Statement. (e) Payment of Payment. Purchase Price; Deliveries. On the Closing Date, (i) (x) each Buyer shall pay its respective 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)), Closing, by wire transfer of immediately available funds in accordance with the Company's written wire instructions instructions, (less, in the case of any applicable Buyer, the amounts withheld pursuant to Section 4(j)), and (ii) (y) the Company shall (A) deliver to each Buyer (x) one or more stock certificates, evidencing the certificates representing such aggregate 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 Buyers, (B) deliver to each Buyer shall request) such Buyer is purchasing hereunder pursuant a Warrant to which such Buyer shall have the right 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 duly executed on behalf of the Company and registered in the name of such Buyer or its designee. designee, (C) deliver to each Buyer certificates representing such aggregate number of Commitment Shares as is set forth opposite such Buyer's name in column (6) of the Schedule of Buyers, and (D) deliver to each such Buyer the other documents, instruments and certificates set forth in Section 6 duly executed on behalf of the Company. (f) Covenant Relating to Transfer and Release of Funds. The Company covenants to cause $1,200,000 of the Purchase Price to be transferred into the Lock Account (as defined in Schedule 1(f)) by no later than February 27, 2015. The Purchase Price shall be distributed in the manner and subject to the conditions set forth on Schedule 1(f). The Company must comply with the conditions on Schedule 1(f) as long as the Buyers hold Preferred Shares, subject to the provisions provided therein. The Company acknowledges and agrees that its failure to fully comply with this Section 1(f) shall constitute a Material Adverse Effect. 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
