Purchase and Sale of Securities Clause Example with 4 Variations from Business Contracts
This page contains Purchase and Sale of Securities 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 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
Variations of a "Purchase and Sale of Securities" Clause from Business Contracts
Purchase and Sale of Securities. 2 (a) Purchase of Securities. On the First 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, Buyers attached hereto under "First Tranche", subject to the express terms of the Note (the "Funding"). "First Tranche"). On the First 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, Warrant, subject to the terms of such Warrant. therein. On the First Closing Date, the Company shall also issue the number of Inducement Shares to Buyer's designee, which shall be Peak One Investments, LLC, a Delaware limited liability company ("Buyer's Designee"), as a commitment fee. On the Second 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 Note as is set forth on the Schedule of Buyers, Buyers attached hereto under "Second Tranche", subject to the express terms of the Note (the "Second Tranche"). On the Second Closing Date, the Company shall issue to Buyer as a commitment fee. 2 fee, additional Warrant Shares, subject to the terms of the Warrant. One Note shall be issued to the Buyer which will evidence the aggregate amounts funded by the Buyer for the First Tranche and the Second Tranche. One Warrant certificate shall be issued to the Buyer which will evidence the aggregate amount of Warrant Shares issued to the Buyer for the First Tranche and the Second Tranche. (b) Closing Dates. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 7 and Section 8 below, the date and time of the issuance and sale of the Securities constituting the Funding First Tranche pursuant to this Agreement (the "First Closing Date") shall be 5:00 P.M., Eastern Standard Time on or about September 28, 2018, or such other mutually agreed upon time. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 7 and Section 8 below, the date and time of the issuance and sale of the Securities constituting the Second Tranche pursuant to this Agreement (the "Second Closing Date", and with the First Closing Date, the "Closing Dates" and each, a "Closing Date") shall be within five (5) business days after the Execution Date. The Merger Certification Date (as defined in Section 8), or such other mutually agreed upon time. Each closing of the transactions contemplated by this Agreement (the (each, a "Closing") shall occur on the Closing Date Dates at such location as may be agreed to by the parties. (c) Form of Payment. On the First Closing Date, the Buyer shall pay the purchase price of $700,000.00 $600,000 (the "Purchase "First Purchase Price") for the Funding First Tranche of $847,500.00 $681,818.80 (which amount includes the OID (as defined in the Note) and a $7,500.00 credit for the Buyer's transaction expenses) Note)) 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. In the event that the Buyer funds the Second Tranche under the Note, as contemplated by subsections (a) and (b) above, the Buyer shall pay the purchase price of $150,000 (the "Second Purchase Price", and with the First Purchase Price, each a "Purchase Price")) for the Second Tranche of $170,454.45 (which includes the OID (as defined in the Note) 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. (a) Purchase of Securities. On the First 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, Buyers attached hereto under "First Tranche", subject to the express terms of the Note (the "Funding"). "First Tranche"). On the First Closing Date, the Company shall issue to Buyer as a commitment fee, a Warrant to purchase the number of Warrant Shares set forth o...n the Schedule of Buyers, Warrant, subject to the terms of such Warrant. therein. On the First Closing Date, the Company shall also issue the number of Inducement Shares to Buyer as a commitment fee. On the Second 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 Note as is set forth on the Schedule of Buyers, Buyers attached hereto under "Second Tranche", subject to the express terms of the Note (the "Second Tranche"). On the Second Closing Date, the Company shall issue to Buyer as a commitment fee. fee, additional Warrant Shares, subject to the terms of the Warrant. One Note shall be issued to the Buyer which will evidence the aggregate amounts funded by the Buyer for the First Tranche and the Second Tranche. One Warrant certificate shall be issued to the Buyer which will evidence the aggregate amounts Warrant Shares issued to the Buyer for the First Tranche and the Second Tranche. 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 and time of the issuance and sale of the Securities constituting the Funding First Tranche pursuant to this Agreement (the "First Closing Date") shall be 5:00 P.M., Eastern Standard Time on or about September 28, 2018, or such other mutually agreed upon time. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 7 and Section 8 below, the date and time of the issuance and sale of the Securities constituting the Second Tranche pursuant to this Agreement (the "Second Closing Date", and with the First Closing Date, the "Closing Dates" and each, a "Closing Date") shall be within five (5) business days after the Execution Date. The Merger Certification Date (as defined in Section 8), or such other mutually agreed upon time. Each closing of the transactions contemplated by this Agreement (the (each, a "Closing") shall occur on the Closing Date Dates at such location as may be agreed to by the parties. (c) Form of Payment. On the First Closing Date, the Buyer shall pay the purchase price of $700,000.00 $1,400,000 (the "Purchase "First Purchase Price") for the Funding First Tranche of $847,500.00 $1,615,908.70 (which amount includes the OID (as defined in the Note) and a $7,500.00 credit $25,000.00 for the Buyer's transaction transactional 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. In the event that the Buyer funds the Second Tranche under the Note, as contemplated by subsections (a) and (b) above, the Buyer shall pay the purchase price of $350,000 (the "Second Purchase Price", and with the First Purchase Price, each a "Purchase Price")) for the Second Tranche of $397,727.05 (which includes the OID (as defined in the Note) 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. (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, "Funding") and the Company shall issue to the Buyer as a commitment fee, a Warrant to purchase 90,000 shares of the number of Warrant Shares set forth on the Schedule of Buyers, subject to the... terms of such Warrant. On the Closing 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 Company's Common Stock (the "Execution Shares"). (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 $500,000 (the "Purchase Price") for the Funding of $847,500.00 $615,000 (which amount includes the OID (as defined in the Note) and a $7,500.00 $15,000 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. (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 Buyers (the "Funding"). "Investment"). 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 Closing Date, the Company shall also issue the number of Inducement Shares as a commitment fee to Buyer set forth on the Schedule of Buyers, as a commitment fee. 2 Buyers. (b) Closing Dates. Date. 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 Investment 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 $500,000.00 (the "Purchase Price") for the Funding Investment of $847,500.00 $563,055.00 (which amount includes the OID (as defined in the Note) an original issuance discount of $55,555.00 and a $7,500.00 credit for the Buyer's transaction expenses) under evidenced by 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
