Purchase and Sale of Securities Clause Example with 73 Variations from Business Contracts

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 Securities pursuant to this Agreement (the "Closing Date") shall be May 29, 2019, January 23, 2018, or another such other 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 not be unsecured. secured. 1.5. Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $10,000.00 $30,000.00 (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, $300,000.00, computed as follows: $115,000.00 $335,000.00 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. 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, June 16, 2021, 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 1.5. Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $10,000.00 $150,000.00 (the "OID"). In addition, Company agrees to pay $5,000.00 $20,000.00 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, $3,000,000.00, computed as follows: $115,000.00 $3,170,000.00 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. 1.1. Purchase of Securities. the Note. Company shall issue and sell to Investor and Investor shall agrees to 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), Date, 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) o...f 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. November 14, 2016. 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 not be unsecured. secured. 1 1.5. Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $10,000.00 $30,000.00 (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, $150,000.00, computed as follows: $115,000.00 $185,000.00 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. 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 Securities pursuant to this Agreement (the "Closing Date") shall be May 29, 2019, November 17, 2017, or another such other 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 not be unsecured. secured. 1.5. Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $10,000.00 $225,000.00 (the "OID"). In addition, Company agrees to pay $5,000.00 $20,000.00 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, $1,500,000.00, computed as follows: $115,000.00 $1,745,000.00 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. 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 Securities pursuant to this Agreement (the "Closing Date") shall be May 29, 2019, December 31, 2018, or another such other 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 not be unsecured. secured. 1.5. Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $10,000.00 $105,000.00 (the "OID"). In addition, Company agrees to pay $5,000.00 $20,000.00 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, $500,000.00, computed as follows: $115,000.00 $625,000.00 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. 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, April 8, 2022, 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 $100,000.00 (the "OID"). In addition, Company agrees to pay $5,000.00 $10,000.00 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, $2,000,000.00, computed as follows: $115,000.00 $2,110,000.00 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. 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, December 8, 2020, 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 $25,000.00 (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, $200,000.00, computed as follows: $115,000.00 $230,000.00 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. 1.1. 2.1. Purchase of Securities. Company shall issue and sell to Investor and Investor shall purchase from Company the Note. Note and the Commitment Shares. In consideration thereof, Investor shall pay the Purchase Price (as defined below) to Company. 1.2. 2.2. 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. Note and issuance of the Commitment Shares. 2.3.... 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, February 22, 2022, or another such other 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. 2.4. Collateral for the Note. The Note shall not be unsecured. 1.5. secured. 2.5. Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $10,000.00 $1,200,000.00 (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 Note (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, $8,000,000.00, computed as follows: $115,000.00 $9,205,000.00 initial principal balance, less the OID, less the Transaction Expense Amount. Company agrees that it will pay any and all expenses associated with the issuance of the Commitment Shares. 1 2. 3. 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. 1.1. Purchase of Securities. Company shall issue and sell to Investor and Investor shall agrees to 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), Date, 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 cond...itions set forth in Section 5 and Section 6 below, the date and time of the issuance and sale of the Note Securities pursuant to this Agreement (the "Closing Date") shall be 5:00 p.m., Eastern Time on or about May 29, 2019, 20, 2014, or another such other mutually agreed upon date. time. 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. Investor unless otherwise agreed upon by the parties. 1.4. Collateral for the Note. The Note shall not be unsecured. secured. 1.5. Original Issue Discount; Transaction Expense Amount. Expenses. The Note carries an original issue discount of $10,000.00 (the "OID"). In addition, Company agrees to pay $5,000.00 $3,000.00 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 this Note. The "Purchase Price", Purchase Price, therefore, shall be $100,000.00, computed as follows: $115,000.00 initial $113,000.00 original 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: that: (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. 1.1. Purchase of Securities. Company shall issue and sell to Investor and Investor shall agrees to 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), Date, 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 cond...itions set forth in Section 5 and Section 6 below, the date of the issuance and sale of the Note Securities pursuant to this Agreement (the "Closing Date") shall be May 29, 2019, 25, 2016, or another such other 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. secured by the collateral set forth in that certain Security Agreement attached hereto as Exhibit B (the "Security Agreement"). 1.5. Original Issue Discount; Transaction Expense Amount. The Note carries an original issue discount of $10,000.00 $45,000.00 (the "OID"). In addition, Company agrees to pay $5,000.00 $10,000.00 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, $2,000,000.00, computed as follows: $115,000.00 $2,055,000.00 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: that: (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; and (iv) Investor is acquiring the Securities for its own account, for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the 1933 Act. View More