Purchase and Sale of Securities Contract Clauses (1,071)

Purchase and Sale of Securities. 1.1. Purchase of Securities. Company shall issue and sell to Investor and Investor shall purchase from Company the Note. In consideration thereof, Investor shall pay the Purchase Price (as defined below) to Company. 1.2. Form of Payment. On the Closing Date (as defined below), Investor shall pay the Purchase Price to Company via wire transfer of immediately available funds against delivery of the Note. 1.3. Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth... in Section 5 and Section 6 below, the date of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be May 29, 2019, or another mutually agreed upon date. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date by means of the exchange by email of signed .pdf documents, but shall be deemed for all purposes to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi, Utah. 1.4. Collateral for the Note. The Note shall be unsecured. 1.5. Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $10,000.00 (the "OID"). In addition, Company agrees to pay $5,000.00 to Investor to cover Investor's legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the "Transaction Expense Amount"), all of which amount is included in the initial principal balance of the Note. The "Purchase Price", therefore, shall be $100,000.00, computed as follows: $115,000.00 initial principal balance, less the OID, less the Transaction Expense Amount. 1 2. Investor's Representations and Warranties. Investor represents and warrants to Company that as of the Closing Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D of the 1933 Act. View More

Purchase and Sale of Securities. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule I hereto at price equal to 99.600% of the principal amount of the Company's Floating Rate Senior Notes due 2020 and 99.148% of the principal amount of the Company's 3.450% Senior Notes ...due 2027, in each case plus accrued interest, if any, from May 22, 2017 to the Time of Delivery (as defined below). The Securities to be purchased by each Underwriter hereunder will be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of federal (same-day) funds, at the office of Simpson Thacher & Bartlett LLP, at 9:30 a.m. (New York City time) on May 22, 2017, or at such other time and date (not later than the fifth business day thereafter) as the Representatives and the Company may agree upon in writing, such time and date being herein called the "Time of Delivery." The Securities will be delivered by the Company to the Representatives in the form of global Securities, representing all of the Securities, which will be deposited by the Representatives on behalf of the Underwriters with The Depository Trust Company, or its nominee, for credit to the respective accounts of the Underwriters. 12 3. Offer and Sale of Securities by the Underwriters. Upon the authorization by the Representatives of the release of the Securities, the several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus. View More

Purchase and Sale of Securities. (a) Purchase of Securities. On the Closing Date (as defined below), the Company shall sell and issue to the Buyer and the Buyer shall purchase and fund such principal amount of the Note as is set forth on the Schedule of Buyers, subject to the express terms of the Note (the "Funding"). On the Closing Date, the Company shall issue to Buyer as a commitment fee, a Warrant to purchase the number of Warrant Shares set forth on the Schedule of Buyers, subject to the terms of such Warrant. On the Closi...ng Date, the Company shall also issue the number of Inducement Shares to Buyer set forth on the Schedule of Buyers, as a commitment fee. 2 (b) Closing Dates. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 7 and Section 8 below, the date of the issuance and sale of the Securities constituting the Funding pursuant to this Agreement (the "Closing Date") shall be the Execution Date. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. (c) Form of Payment. On the Closing Date, the Buyer shall pay the purchase price of $700,000.00 (the "Purchase Price") for the Funding of $847,500.00 (which amount includes the OID (as defined in the Note) and a $7,500.00 credit for the Buyer's transaction expenses) under the Note, by wire transfer of immediately available funds, in accordance with the Company's written wiring instructions against delivery of the Note, pursuant to the terms of the Note. View More

Purchase and Sale of Securities. 1.1 Sale and Issuance of Securities. Subject to the satisfaction of certain closing conditions set forth in Sections 4 and 5 hereof at the Closing (as defined below), the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company an aggregate of 2,066,116 Units, at a purchase price of US$0.968 per each Unit, consisting of the Purchased Shares and Warrants listed in Exhibit A attached hereto. 1.2 The capitalization table of the Company, reflecting the issued an...d outstanding share capital of the Company on a fully diluted basis, (i) immediately prior to the Closing and (ii) immediately following the Closing, assuming the investment of the Purchase Price, is annexed hereto as Appendix E (the "Capitalization Table"). 1.3 Closing. The consummation of the transactions contemplated hereby, including the purchase and sale of the Purchased Securities (the "Closing") shall take place remotely via the exchange of documents and signatures, on May 18, 2020, or at such other time and place as the Company and the Investor mutually agree upon (such designated time and place, the "Closing Date"). The Closing shall be subject to the conditions of Section 4 and 5 below, which conditions shall be deemed to take place simultaneously and no transaction described in such sections shall be deemed to have been completed or any document delivered until all such transactions have been completed and all such required documents delivered. 1.4 Closing Deliverables. (a) At the Closing, the Company shall deliver to the Investor: (i) True and correct copies of written resolutions, or minutes of a meeting, of the Board, approving and adopting in all respects the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, including, among others, (a) authorizing the issuance and sale of the Purchased Securities against payment of the Purchase Price therefor; (b) approving the appointment of that certain representative of the Investor to the Board pursuant to Section ‎4.4 below; and (c) approving the execution, delivery and performance by the Company of all agreements contemplated herein to which the Company is party and any agreements, instruments or documents ancillary thereto; (ii) Duly executed stock certificates or book-entry confirmations representing the Purchased Shares issued to the Investor at the Closing, in the name of the Investor; (iii) The Warrants issued to the Investor at the Closing in the name of the Investor, duly executed by the Company; and (iv) A certificate duly executed by an executive officer of the Company as of the Closing stating that the conditions specified in Section ‎4 have been satisfied, in the form attached hereto as Schedule ‎1.4(a)(iv). 1.5 Purchase Price. At the Closing, the Investor shall transfer to the Company the Purchase Price by wire transfer of immediately available funds according to the wire instructions attached hereto as Schedule 1.5. View More

Purchase and Sale of Securities. 1.1 Sale and Issuance. Subject to the terms and conditions of this Agreement, each Investor, severally and not jointly, agrees to purchase at the Closing and the Company agrees to sell and issue to such Investor at the Closing the number, as set forth on such Investor's signature page hereof, of (i) shares of the Company's common stock, $0.001 par value (the "Common Stock") at a purchase price of $0.80 per share (the "Shares") (ii) the number of warrants, in the form of Exhibit A attached hereto..., to purchase shares of Common Stock at an exercise price of $1.00 per warrant (the "Warrants") and (iii) the number of shares of Common Stock issuable upon exercise of the Warrants ( the "Warrant Shares", and together with the Shares and the Warrants, the "Securities"), 1.2 Closing. The purchase and sale of the Securities shall take place at the offices of Cooley LLP located at 3175 Hanover Street, Palo Alto, California 94304 at 10:00 A.M. Pacific Time, on November 17, 2021, or at such other time and place as the Company and the Investors may mutually agree upon in writing (which time and place are designated as the "Closing"). At the Closing, the Company shall cause its transfer agent to deliver to each Investor, via electronic book-entry, the Securities that such Investor is purchasing against payment of the purchase price therefor by wire transfer of immediately available funds to an account specified by the Company in writing to the Investors. View More

Purchase and Sale of Securities. (a) Subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Securities to the public through the Underwriters, and the Underwriters agree to offer and sell the Securities for the Company on a best efforts basis, at a purchase price equal to the Per Share Price. The Underwriters shall endeavor to sell the Securities on behalf of the Company to both retail and institutional investors (each an "Investor," collectively, the "Investors") upon the terms and condi...tions set forth in the Registration Statement, Disclosure Package and the Prospectus. (b) The Underwriters may retain other brokers or dealers (each a "Selected Dealer") who are members in good standing of FINRA and duly registered as broker-dealers under the Exchange Act and under the laws of any states in which the Offering is conducted (except where such registration is not required by law) to assist them and to act as subagents on their behalf in connection with the Offering, and may enter into agreements with such Selected Dealers for the offer and sale of the Securities adopting such provisions of this Agreement for the benefit of the Selected Dealers as the Underwriters deem appropriate; provided, however, that the Company will only be obligated to pay the Underwriters, in accordance with the terms of this Agreement, for their services rendered hereunder and shall be under no obligation to make any payment of any kind to any such Selected Dealer. (c) It is understood and agreed that the Underwriters shall not and are under no obligation to purchase any Securities for their own account and that this Agreement does not create any partnership, joint venture, or other similar relationship between or among the Underwriters and the Company. View More

Purchase and Sale of Securities. 2.1 Sale and Issuance of Securities. (a) The Company shall sell to the Investors, and the Investors shall purchase from the Company, Preferred Shares at a price equal to $100.00 per share, from time to time as set forth in more detail below. (b) The pro rata percentage of Preferred Shares to be purchased by each Investor at any given closing of a purchase and sale of the Preferred Shares hereunder (each, a "Closing") is set forth in the Schedule of Investors that is attached hereto as Exhibit A.... 2.2 Closings. The Company shall provide written notice (each, a "Closing Notice") to each Investor specifying the date for any desired Closing, as well as the amount of Preferred Shares to be issued and sold at each Closing. Each Closing shall take place on the date specified in the corresponding Closing Notice (such date to be no less than three (3) Business Days after the date of such Closing Notice), or such other date thereafter, as shall be determined by the Company with the 3 consent of the Investor Majority (the "Closing Date"). Unless agreed to otherwise in writing by the Company and the Investor Majority: (a) no Closing Date may occur after June 30, 2019, (b) no Closing shall occur within 30 days of the most recent preceding Closing and (c) no single Closing shall be for greater than $300,000 of Preferred Shares. The Closings shall each take place at the offices of Bryan Cave Leighton Paisner LLP, counsel to the Company, in Denver, Colorado, or at such other location as is mutually acceptable to the Investor Majority and the Company, subject to fulfillment of the conditions to the Closing set forth in the Agreement. At the Closing: (a) each Investor purchasing Preferred Shares at each Closing shall deliver to the Company or its designees prior to each Closing by wire transfer or such other method of payment as the Company shall approve, an amount equal to the pro rata purchase price of Preferred Shares to be purchased by such Investor at such Closing; and (b) the Company shall deliver to each Investor the pro rata number of Preferred Shares registered in the name of the Investor, or in such nominee name(s) as designated by the Investor in writing, representing the number of Preferred Shares set forth opposite such Investor's name on the signature page hereof. 2.3 Investors' Conditions to Closing. The obligation of the Investors to complete the purchase of Preferred Shares at each Closing is subject to the Company delivering Preferred Shares as set forth in Section 2.2 and to fulfillment of the following conditions: (a) the representation and warranties of the Company set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the applicable Closing Date as though made on and as of such Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and the Company shall have performed in all material respects all covenants and other obligations required to be performed by it under this Agreement at or prior to such Closing Date, and the Investors shall have received a certificate signed on behalf of the Company by an authorized officer of the Company to such effect; and (b) the Company shall have executed and delivered all other documents reasonably requested by counsel for the Investors. 2.4 Company's Conditions to Closing. The obligation of the Company to complete the sale of the Preferred Shares at each Closing is subject to fulfillment of the following conditions: 4 (a) the representation and warranties of the Investors set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the applicable Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties speak as of an earlier date), in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), and (b) such Investors shall have performed in all material respects all covenants and other obligations required to be performed by them under this Agreement, if any, at or prior to the Closing Date. View More

Purchase and Sale of Securities. (a) As soon as practicable, and in any event within two business days after the expiration of the offering period of the Rights Offering ("Expiration Time"), the Company will give the Investors notice of: (i) the number of Offered Shares purchased by holders of Rights pursuant to validly exercised Rights in the Rights Offering, and (ii) the number of Backstop Shares (if any) to be purchased hereunder and the aggregate Common Exercise Price or Preferred Exercise Price therefor (a "Purchase Notice..."). If there are no Backstop Shares to be purchased hereunder, the Company shall provide the Investors with notice of this fact (a "Satisfaction Notice"). The date of transmission of a Purchase Notice or a Satisfaction Notice is referred to herein as the "Determination Date." (b) On the Closing Date (as defined below), and on the terms and subject to the conditions in this Agreement, the Investors agree to purchase, and the Company will sell to the Investors, at the Common Exercise Price or Preferred Exercise Price, all of the Backstop Shares (if any), calculated in accordance with Section 2(a). (c) The closing of the Rights Offering and the purchase of Backstop Shares by the Investors hereunder (the "Closing") will occur as soon as practicable following the Expiration Time and after giving effect to the determinations contemplated by Section 2(a) above (the "Closing Date"). The Company and, to the extent applicable, the Investor, shall use commercially reasonable efforts to cause the Closing Date to occur within two business days following the Expiration Time. View More

Purchase and Sale of Securities. 1.1. Purchase of Securities. Company shall issue and sell to Purchaser and Purchaser shall purchase from Company the Note and the Warrant. In consideration thereof, Purchaser shall pay the Purchase Price (as defined below) to the Company. 1.2. Form of Payment. On the Closing Date (as defined below), Purchaser shall pay the Purchase Price to the Company via wire transfer of immediately available funds against delivery of the Note. 1.3. Closing Date. Subject to the satisfaction (or written waiver)... of the conditions set forth in Section 5 and Section 6 below, the closing of the transactions contemplated by this Agreement (the "Closing") shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions to the Closing set forth in Sections 5 and 6 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer) the offices of Hunter Taubman Fischer & Li in New York, New York. 1.4. Collateral for the Note. The Note shall not be secured. 1.5. Purchase Price. The "Purchase Price" shall be US$[ ]. View More

Purchase and Sale of Securities. a. Purchase and Sale of Securities. Subject to the terms and conditions hereof, at the Closing (as herein defined), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the Shares at a purchase price per Share of $1.84 in cash, for an aggregate amount of $[_____] (the "Purchase Price"). b. Exemption. Based in part on the representations and warranties of the Purchaser set forth herein, the offer and sale of the Shares hereunder are being made in r...eliance upon the exemption from registration set forth in Regulation D promulgated under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"). View More