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 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
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 6(a) and 7 7(a) 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 below) (i) 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) Warrants (ii) a Warrant to ac...quire 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"). (b) Closing. Closings. The Closing 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 City time, on the first (1st) Business Day (as defined below) (and including the date hereof hereof, if a Business Day) on which the conditions to the Closing set forth in Sections 6(a) and 7(a) below are satisfied or waived (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 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 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. remain closed. (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. Payment; Deliveries. On the Closing Date, (i) 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 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 (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 Buyers, and (y) the Warrants (allocated in the amounts as such Buyer shall request) such Buyer is purchasing hereunder a Warrant pursuant to which such Buyer shall have the right to 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 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) 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 up to an aggregate amount of $[****] 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 Column (5) of on the Schedule of Buyers (the "Purchase Price"). up to an aggregate amount of $[****] for all Buyers. Each Buyer shall pay $1,000 $1.00 for each Preferred Share and related Warrants to be purchased by such Buyer at the Closing. (d) (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 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. 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 (the "Closing"). (b) Buyers. (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 its deliver to the Company 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 written wire instructions 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. (v) Prior Closing. On March 31, 2019, the Company sold Preferred Shares and Warrants and received gross proceeds of $900,000. The offering is continuing until the sale of all Preferred Shares permissible under the Certificate of Designations, as defined, or termination by the Company. 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 below) (i) such aggregate number of Preferred Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers Buyers; and (y) Warrants (ii) a Warrant to init...ially acquire up to that aggregate number of Warrant Preferred 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 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 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 (as defined below) on which the conditions to the Closing set forth in Sections 6 and 7 below, at the office determined below are satisfied or waived (or such other date as is mutually agreed to by the Lead Investors. The Closing may also be undertaken remotely 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 electronic transfer of Closing documentation. law to remain closed. (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 any Buyer, the amounts withheld pursuant to Section 4(j)) 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 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 a Warrant pursuant to which such Buyer shall have the right to initially acquire up to such aggregate number of Warrant Preferred 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 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) 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 up to an aggregate amount of $700,000.00 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 Column (5) of on the Schedule of Buyers (the "Purchase Price"). up to an aggregate amount of $700,000.00 for all Buyers. Each Buyer shall pay $1,000 $1.00 for each Preferred Share and related Warrants to be purchased by such Buyer at the Closing. (d) (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 Buyer, severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below), (x) (i) the number of Preferred Shares in an aggregate amount as is set forth opposite such Buyer's name in column (3) on of the Schedule of Buyers attached hereto and (y) (ii) Warrant...s to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (4) on of the Schedule of Buyers attached hereto (the "Closing"). (b) Closing. Purchase Price. The 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 such Buyer's name in column (5) of the Schedule of Buyers attached hereto (less, in the case of Hudson Bay Master Fund Ltd. (the "Lead Investor"), any amounts withheld pursuant to Section 4(f)) (the "Purchase Price"). (c) Closing Date. 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, (other than those conditions which by their nature are to be satisfied at the office determined by Closing, but subject to such satisfaction) below at the Lead Investors. offices of Schulte Roth & Zabel LLP, 919 Third Avenue, New York, New York 10022. 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 respective Purchase Price (less, in the case of the Lead Investor, any amounts withheld pursuant to Section 4(f)) to the Company for the Preferred Shares and the related 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 (denominated as such Buyer is purchasing as is shall request) set forth opposite such Buyer's name in column (3) of the Schedule of Buyers attached hereto and (y) the Warrants (allocated in the amounts (denominated 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, Buyers attached hereto, 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 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) 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 up to an aggregate amount of $1,500,000.00 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 offices of K&L Gates LLP, 200 S. Biscayne Boulevard, Ste. 3900, Miami, Florida 33139 or such other location agreed to by the Lead Investors. The Closing may also be undertaken remotely by electronic transfer of Closing documentation. (c) parties. (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"). up to an aggregate amount of $1,500,000.00 for all Buyers. Each Buyer shall pay $1,000 $1,500 for each Preferred Share and related Warrants to be purchased by such Buyer at the Closing. (d) (iv) Form of Payment. On the Closing Date, (i) (A) each Buyer shall pay deliver to the Company, 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 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 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) 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 up to an aggregate amount of $1,060,000.00 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 offices of K&L Gates LLP, 200 S. Biscayne Boulevard, Ste. 3900, Miami, Florida 33139 or such other location agreed to by the Lead Investors. The Closing may also be undertaken remotely by electronic transfer of Closing documentation. (c) parties. (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"). up to an aggregate amount of $1,007,000.00 for all Buyers. Each Buyer shall pay $1,000 $0.11875 for each Preferred Share and related Warrants to be purchased by such Buyer at the Closing. (d) (iv) Form of Payment. On the Closing Date, (i) (A) each Buyer shall pay its Purchase Price deliver to the Company its portion of the Purchase Price 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 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
