Purchase and Sale of Shares Contract Clauses (450)
Grouped Into 13 Collections of Similar Clauses From Business Contracts
This page contains Purchase and Sale of Shares clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Purchase and Sale of Shares. Upon the execution and delivery of this Agreement, Seller shall sell, transfer, assign, bargain and convey to Purchaser 15,000 common shares at a purchase price of $78.68 per share. Seller shall deliver the Shares via a DWAC transfer to the Preformed Line Products account at Computershare. Purchaser shall pay Seller $1,180,200 (the "Purchase Price") for the Shares by the delivery of cash by wire transfer to Seller's bank account or accounts. Seller has provided Purchaser with written wire transf...er instructions. The parties acknowledge and agree that the Purchase Price was negotiated in good faith between the parties and that, in connection with such negotiations, references were made by the parties to Purchaser's historical trading prices on the NASDAQ.View More
Purchase and Sale of Shares. Upon the execution and delivery of this Agreement, Seller shall sell, transfer, assign, bargain and convey to Purchaser 15,000 25,974 common shares at a purchase price of $78.68 $44.66 per share. Seller shall deliver the Shares via a DWAC transfer to the Preformed Line Products account at Computershare. Purchaser shall pay Seller $1,180,200 $1,159,998.84 (the "Purchase Price") for the Shares by the delivery of cash by wire transfer to Seller's bank account or accounts. Seller has provided Purcha...ser with written wire transfer instructions. The parties acknowledge and agree that the Purchase Price was negotiated in good faith between the parties and that, in connection with such negotiations, references were made by the parties to Purchaser's historical trading prices on the NASDAQ. View More
Purchase and Sale of Shares. 1.1 Sale and Purchase of Securities. In reliance upon the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Company shall sell to the Purchaser 3,000,000 shares of Series A Preferred Stock of the Company with standard restrictive legend (the "Shares") for an aggregate purchase price of US$500,000 (the "Purchase Price").
Purchase and Sale of Shares. 1.1 Sale and Purchase of Securities. In reliance upon the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Company shall sell to the Purchaser 3,000,000 an aggregate of 40,000,000 shares of Series A Preferred Common Stock of the Company with standard restrictive legend (the "Shares") for an aggregate purchase price of US$500,000 US$6,400,000 (the "Purchase Price").
Purchase and Sale of Shares. 1.1 Sale and Purchase of Securities. In reliance upon the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Company shall sell to the Purchaser 3,000,000 2,000,000 shares of Series A Preferred Common Stock of the Company with standard restrictive legend (the "Shares") for an aggregate purchase price of US$500,000 US$20,000 (the "Purchase Price").
Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing and the Seller agrees to sell to Purchaser at the Closing, 20,000,000 of Seller's Shares for a total price of Thirty Four Thousand Nine Hundred U.S. dollars and no cents (USD $34,900.00) (the "Purchase Price").
Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, Purchaser Purchasers agrees to purchase at the Closing and the Seller agrees to sell to Purchaser Purchasers at the Closing, 20,000,000 of Seller's the Shares for a total price of Thirty Four Three Hundred Forty-Five Thousand Nine Hundred U.S. dollars and no cents (USD $34,900.00) $345,000.00) (the "Purchase Price").
Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing and the Seller agrees to sell to Purchaser at the Closing, 20,000,000 of Seller's Shares for a total price of Thirty Four Thousand Nine Hundred twenty five thousand U.S. dollars and no cents (USD $34,900.00) $25,000.00) (the "Purchase Price").
Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing and the Seller agrees to sell to Purchaser at the Closing, 20,000,000 of Seller's the Shares for a total price of Thirty Four Three Hundred Thousand Nine Hundred U.S. dollars and no cents (USD $34,900.00) $300,000.00) (the "Purchase Price").
Purchase and Sale of Shares. (a) Sale of Shares. 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), such number of Shares as is set forth opposite such Buyer's name in the Schedule of Buyers (the "Closing"). (b) Closing. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., Eastern Standard Time,... November [ ], 2018 or such other time and date as is mutually agreed to by the Company and each Buyer and after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below at the offices of Pryor Cashman LLP at 7 Times Square, New York, NY 10036. (c) Purchase Price. The aggregate purchase price for the Shares to be purchased by each such Buyer at the Closing (the "Purchase Price") shall be the amount set forth opposite each Buyer's name in the Schedule of Buyers. The per share price shall be 120% of the average closing price of the Company's shares of Common Stock on NASDAQ during the five consecutive trading day period immediately prior to the Closing.View More
Purchase and Sale of Shares. (a) Sale of Shares. 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 the Buyer, and each the Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below), such number of Shares as is set forth opposite such Buyer's name in the Schedule of Buyers Buyer (the "Closing"). (b) Closing. The date and time of the Closing (the "Closing Date") shall be 10:00 a.m., Eastern ...Standard Time, November [ ], 2018 December 20, 2019 or such other time and date as is mutually agreed to by the Company and each the Buyer and after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below at such place as is mutually agreed to by the offices of Pryor Cashman LLP at 7 Times Square, New York, NY 10036. Company and the Buyer. (c) Purchase Price. The aggregate purchase price for the Shares to be purchased by each such the Buyer at the Closing (the "Purchase Price") shall be the amount set forth opposite each the Buyer's name in the Schedule of Buyers. Buyer. The per share price shall be 120% of the average closing price of the Company's shares of Common Stock on NASDAQ during the five consecutive trading day period immediately prior to the Closing. $1.00. View More
Purchase and Sale of Shares. (a) Sale Purchase of Shares. 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), such the number of Shares as is set forth opposite such Buyer's name in column (3) 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., Eastern Standard Time, November [ ], 2018 or New York City time, on the date hereof (or such other date and time and date as is mutually agreed to by the Company and each Buyer and Buyer) after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below at the offices of Pryor Cashman LLP at 7 Times Square, New York, NY 10036. below. The Closing shall be held electronically. (c) Purchase Price. The aggregate purchase price for the Shares to be purchased by each such Buyer at the Closing (the "Purchase Price") shall be the amount set forth opposite each Buyer's name in column (4) of the Schedule of Buyers. The per share price (d) Form of Payment. On the Closing Date, (i) each Buyer shall pay its Purchase Price to the Company for the Shares to be 120% issued and sold to such Buyer at the Closing (less, in the case of JCP Investment Partnership, LP ("JCP"), the amounts withheld pursuant to Section 4(f)), 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 a stock certificate evidencing the number of Shares such Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the average closing price Schedule of Buyers (or evidence of the registration of such Shares in the name of such Buyer in book-entry form with the Company's shares of Common Stock on NASDAQ during the five consecutive trading day period immediately prior to the Closing. transfer agent). View More
Purchase and Sale of Shares. (a) Sale Optional Purchase of Shares. Subject The Issuer hereby grants to the Buyers the right to purchase 1,333,333 shares of Common Stock in the aggregate (collectively, the "Shares", allocated among the Buyers as described in column (3) on the attached Schedule of Buyers (where indicated by the context, the term "Shares" refers to those Shares to be purchased by a particular Buyer), at the Buyers' election and in their sole discretion (such right, the "Option"). The Buyers' right to exercise ...the Option shall expire at 12 midnight, New York City time, of the Option Expiration Date. The Option is exercisable by written notice delivered by the Buyers to the Issuer. If the Buyers timely exercise the Option, subject to the satisfaction (or waiver) or waiver of the conditions set forth in Sections 6 and 7 below, the Company Issuer shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to the Buyers jointly and severally shall purchase from the Company Issuer on the Closing Date (as defined below), such that number of the Shares as is set forth opposite such each Buyer's name in column (3) of the attached Schedule of Buyers (the "Closing"). Buyers. (b) Closing. The date and time of the Closing closing of the purchase of the Shares (the "Closing Date") "Closing") by the Buyers shall be 10:00 a.m., Eastern Standard Time, November [ ], 2018 or New York City time, on such other time and date as is shall be mutually agreed to by the Company Issuer and each Buyer and Buyer, which in no event shall be more than the (10) Business Days after the exercise of the Option (such date on which the Closing actually occurs, the "Closing Date"), after notification of satisfaction (or waiver) of the conditions to the Closing set forth in Sections 6 and 7 below below, at the offices of Pryor Cashman LLP at 7 Times Square, Norton Rose Fulbright, 666 Fifth Avenue, New York, NY 10036. 10103. (c) Purchase Price. The aggregate purchase price for the Shares to be purchased by each such Buyer at the Closing (the "Purchase Price") shall be the amount set forth opposite each Buyer's name in column (4) of the Schedule of Buyers. The per share Each Buyer shall pay $6.00 for each Share to be purchased by such Buyer at the Closing. (d) Form of Payment. On the Closing Date, (i) each Buyer shall pay its applicable purchase price to the Issuer for the Shares to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds in accordance with the Issuer's written wire instructions and (ii) the Issuer shall be 120% irrevocably instruct the transfer agent for its Common Stock, Pacific Stock Transfer Co. (the "Transfer Agent"), to deliver to each Buyer one or more stock certificates, free and clear of all restrictive and other legends (except as expressly provided in Section 3(h) hereof), evidencing the number of Shares such Buyer is purchasing as is set forth opposite such Buyer's name in column (3) of the average closing price Schedule of Buyers and duly executed on behalf of the Company's shares Issuer and registered in the name of Common Stock on NASDAQ during the five consecutive trading day period immediately prior to such Buyer, within three (3) days after the Closing. View More
Purchase and Sale of Shares. a. Purchase of the Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 below, on the Closing Date (as defined in Section 1.b), the Company shall issue and sell to each Buyer, and each Buyer severally agrees to purchase from the Company, the number of Shares set forth below such Buyer's name on its signature page hereto (the "Closing"). The purchase price (the "Purchase Price") of the Shares at the Closing shall be equal to $14.50 per Share. b. The Clos...ing Date. The date and time of the Closing (the "Closing Date") shall be 9:00 a.m., New York City time, on the November 12, 2019 subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 5 and 6 (or such later or earlier date as is mutually agreed to in writing by the Company and the Required Buyers). The Closing shall occur on the Closing Date at the offices of Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden"), 4 Times Square, New York, NY 10036 or at such other place as the Company and the Buyers may collectively designate in writing. For purposes of this Agreement, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. c. Form of Payment. On the Closing Date, (i) each Buyer shall pay the applicable Purchase Price to the Company for the Shares to be issued and sold to such Buyer on the Closing Date, 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 a copy of the irrevocable instructions (the "Transfer Instructions") to Computershare Limited (the "Transfer Agent") instructing the Transfer Agent to issue to such Buyer or its designee(s), in book-entry form, a number of Shares equal to the aggregate number of Shares that such Buyer is purchasing on the Closing Date.View More
Purchase and Sale of Shares. a. Purchase of the Shares and the Preferred Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 below, on the Closing Date (as defined in Section 1.b), the Company shall issue and sell to each Buyer, and each Buyer severally agrees to purchase from the Company, the number of Shares and Preferred Shares set forth below such Buyer's name on its signature page hereto (the "Closing"). The purchase price (the "Purchase Price") of the Shares and the Preferre...d Shares at the Closing shall be equal to $14.50 $2.05 per Share. Share, in the case of the Shares, and $2.05 per Preferred Share, in the case of the Preferred Shares. b. The Closing Date. The Closing shall take place at a time mutually agreed by the Company and the Buyers on such date and time of the Closing (the "Closing Date") shall be 9:00 a.m., New York City time, on the November 12, 2019 subject to the satisfaction (or waiver) of all of that the conditions to the Closing set forth in in Sections 5 and 6 are satisfied (or waived) or such later or earlier other date as is mutually agreed to in writing by the Company and the Required Buyers). Buyers (the "Closing Date"). The Closing shall occur on the Closing Date at the offices of Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden"), 4 Times Bryan Cave Leighton Paisner LLP, One Metropolitan Square, New York, NY 10036 211 North Broadway, Suite 3600, St. Louis, MO 63102 or at such other place or remotely by facsimile transmission or other electronic means as the Company and the Buyers may collectively designate in writing. agree. For purposes of this Agreement, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. c. Form of Payment. Payment; Delivery of Shares and Preferred Shares. On the Closing Date, (i) each Buyer shall pay the applicable Purchase Price to the Company for the Shares or Preferred Shares to be issued and sold to such Buyer on the Closing Date, by wire transfer of immediately available funds in accordance with the Company's written wire instructions, and (ii) the Company shall deliver to (A) each Buyer of Shares, a copy of the duly executed irrevocable instructions (the "Transfer Instructions") to Computershare Limited Broadridge Financial Solutions, Inc. (the "Transfer Agent") instructing the Transfer Agent to issue to such Buyer or its designee(s), in book-entry form, a number of Shares equal to the aggregate number of Shares that such Buyer is purchasing on the Closing Date and (B) to each Buyer of Preferred Shares, a certificate for a number of Preferred Shares equal to the aggregate number of Preferred Shares that such Buyer is purchasing on the Closing Date. View More
Purchase and Sale of Shares. a. Purchase of the Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 below, on the Closing Date (as defined in Section 1.b), the Company shall issue and sell to each Buyer, and each Buyer severally and not jointly agrees to purchase from the Company, the number of Shares set forth below opposite such Buyer's name under the heading "Number of Shares To Be Purchased" on its signature page Schedule A attached hereto (the "Closing"). The purchase price (...the "Purchase Price") of the Shares at the Closing shall be equal to $14.50 $18.00 per Share. b. The Closing Date. The date and time of the Closing (the "Closing Date") shall be 9:00 a.m., New York City time, on the November 12, 2019 July 20, 2020 subject to the satisfaction (or waiver) of all of the conditions to the Closing set forth in Sections 5 and 6 (or such later or earlier date as is mutually agreed to in writing by the Company and the Required Buyers). The Closing shall occur on the Closing Date at the offices of Skadden, Arps, Slate, Meagher Latham & Flom Watkins LLP ("Skadden"), 4 Times Square, New York, NY 10036 ("Latham"), 200 Clarendon Street, 27th Floor, Boston, Massachusetts 02116 or at such other place as the Company and the Buyers may collectively designate in writing. designate. For purposes of this Agreement, "Business Day" means any day other than Saturday, Sunday or other day on which commercial banks in the City of New York are authorized or required by law to remain closed. c. Form of Payment. On the Closing Date, (i) each Buyer shall pay the applicable Purchase Price to the Company for the Shares to be issued and sold to such Buyer on the Closing Date, 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 a copy of the irrevocable instructions (the "Transfer Instructions") to Computershare Limited (the "Transfer Agent") instructing the Transfer Agent to issue to such Buyer or its designee(s), in book-entry form, a number of Shares equal to the aggregate number of Shares that such Buyer is purchasing on the Closing Date. View More
Purchase and Sale of Shares. 1.1 Sale of Shares. The Company and its Board of Directors has authorized the issuance and sale of 4,250,000 shares of Common Stock of the Company (the "Purchase Shares") pursuant to the terms of this Agreement. In reliance upon Purchaser's representations and warranties contained in Section 4 hereof, and subject to the terms and conditions set forth herein, the Company hereby agrees to sell to Purchaser, and Purchaser agrees to buy from the Company, the Purchase Shares. 1.2 Price per Share. The... price per share shall be $0.0247 per share, totaling to $104,975 for the Purchase Shares (the "Purchase Price").View More
Purchase and Sale of Shares. 1.1 Sale of Shares. The Company and its Board of Directors has authorized the issuance and sale of 4,250,000 1,000,000 shares of Common Stock of the Company (the "Purchase Shares") pursuant to the terms of this Agreement. 1.2 Price per Share. The price per share shall be $0.08 per share, totaling to $80,000 for the Purchase Shares (the "Purchase Price"). In reliance upon Purchaser's Purchaser representations and warranties contained in Section 4 hereof, and subject to the terms and conditions se...t forth herein, the Company hereby agrees to sell to Purchaser, and Purchaser agrees to buy from the Company, the Purchase Shares. 1.2 Price per Share. The price per share shall be $0.0247 per share, totaling Shares to $104,975 the Purchaser for the Purchase Price. The Purchaser hereby agrees to purchase the Purchase Shares (the "Purchase Price"). for the Purchase Price on the terms and conditions of this Agreement. View More
Purchase and Sale of Shares. 1.1Firm Shares. 1.1.1.Nature and Purchase of Firm Shares. 1.1.2.Shares Payment and Delivery. 1.2Over-allotment Option. 1.2.1.Option Shares. 1.3Representative's Warrants. 1.3.1.Purchase Warrants. 1.3.2.Delivery.
Purchase and Sale of Shares. 1.1Firm Shares. 1.1.1.Nature and Purchase of Firm Shares. 1.1.2.Shares Payment and Delivery. 1.2Over-allotment Option. 1.2.1.Option Shares. 1.2.3.Payment and Delivery. 1.3Representative's Warrants. 1.3.1.Purchase Warrants. 1.3.2.Delivery.
Purchase and Sale of Shares. (a) Purchase of Shares. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at the Closing (as defined below), and the Company agrees to sell and issue to each Buyer, severally and not jointly, at the Closing, such number of Shares as is set forth on the Buyer Omnibus Signature Page, attached hereto as Annex A, for each Buyer affixed hereto. Upon a Buyer's execution of this Agreement on the Buyer Omnibus... Signature Page and Buyer's completion of the Investor Certification, the Investor Profile, the Anti-Money Laundering Information Form and, if applicable, the Wire Transfer Authorization (each attached hereto), the Buyer shall wire transfer the Subscription Amount set forth on its Buyer Omnibus Signature Page, in same-day funds in accordance with the instructions set forth immediately below. Wire Instructions Bank: 中国银行温江支行 (Bank of China, Wenjiang Branch) Account Name: 四川伟大奇科技有限公司 (Sichuan Vtouch Technology Co., Ltd.) Account #: 1226 2018 8676 (b) Closing Date. The initial closing of the purchase and sale of the Shares (the "Closing") shall take place at 10:00 a.m. New York time on or before the fifth (5th) business day following the satisfaction of the conditions to the Closing set forth herein and in Sections 7 and 8 below (or such other date as is mutually agreed to by the Company and the Buyer(s)). There may be multiple Closings, subject to prior termination, until such time as subscriptions for the Maximum Amount are accepted (the date of any such Closing is hereinafter referred to as a "Closing Date"). Each Closing shall occur on a Closing Date at the offices of The Crone Law Group P.C., 420 Lexington Avenue, Suite 2446, New York, New York 10170 (or such other place as is mutually agreed to by the Company and the Buyer(s)). The Shares may be offered and sold through the end of the Offering Period. (c) Acceptance of Subscriptions. Each Buyer understands and agrees that the Company, in its sole and absolute discretion, reserves the right to accept or reject this or any other subscription for the Shares, in whole or in part. If the subscription is rejected in whole or the Offering of the Shares is terminated, all funds received by the Company from the Buyer will be promptly returned without interest or offset, and this subscription shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this subscription will continue in full force and effect to the extend this subscription was accepted. (d) Form of Payment. Upon execution hereof by the Buyer and pending the Closing, the Purchase Price for the Subscription Amount purchased under this Agreement shall be delivered to the Company for the Shares to be issued and sold to the Buyer(s) on such Closing Date, and the Company shall deliver to the Buyer(s) the certificates for the Shares of Common Stock duly executed on behalf of the Company. (e) Offering Period. the Company may offer the Shares at any time through and including January 30, 2023 which date may be extended for an additional thirty (30) days (as such may be extended, the "Offering Period") at the sole discretion of the Company. (f) Right to Increase Maximum Amount. The Company, in its sole discretion, may determine to increase the Maximum Amount of the Offering.View More
Purchase and Sale of Shares. (a) Purchase of Shares. Preferred Stock Units. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at the Closing (as defined below), and the Company agrees to sell and issue to each Buyer, severally and not jointly, at the Closing, such number of Shares Preferred Stock Units as is set forth on the Buyer Omnibus Signature Page, attached hereto as Annex A, for each Buyer affixed hereto. Upon a Buyer's exe...cution of this Agreement on the Buyer Omnibus Signature Page and Buyer's completion of the Investor Certification, attached hereto as Annex B, the Investor Profile, attached hereto as Annex C, the Anti-Money Laundering Information Form and, Form, attached hereto as Annex D, and if applicable, the Wire Transfer Authorization (each attached hereto), the Buyer shall wire transfer the Subscription Amount set forth on its Buyer Omnibus Signature Page, in same-day funds funds, in accordance with the instructions set forth immediately below. below, which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement and disbursed in accordance therewith. Wire Instructions Bank: 中国银行温江支行 (Bank of China, Wenjiang Branch) Bank Name: PNC Bank Bank Address: 300 Delaware Avenue Wilmington, DE 19801 ABA/Routing #: 031100089 SWIFT Code: PNCCUS33 Account Name: 四川伟大奇科技有限公司 (Sichuan Vtouch Technology Co., Ltd.) Delaware Trust Company Account #: 1226 2018 8676 Number: 5605012373 FFC: CUR HOLDINGS, INC.; Acct# 79-3121 MUST INCLUDE THE BUYER'S NAME (b) Closing Date. The initial closing Initial Closing of the purchase and sale of the Shares (the "Closing") Preferred Stock Units shall take place at 10:00 a.m. New York time on or before the fifth (5th) business day following the satisfaction of the conditions to the Initial Closing set forth herein and in Sections 6 and 7 and 8 below (or such other later date as is mutually agreed to by the Company and the Buyer(s)). There may be multiple Closings, additional Closings of the Offering, on or before the fifth (5th) business day following the satisfaction of the conditions to each additional Closing set forth herein and in Sections 6 and 7 below (or such later date as is mutually agreed to by the Company and the Buyer(s)), subject to prior termination, until such time as subscriptions for the Maximum Amount are accepted termination (the date of any such Closing is hereinafter referred to as a "Closing Date"). Each Closing shall occur on a Closing Date at the offices of The Crone CKR Law Group P.C., 420 Lexington Avenue, Suite 2446, LLP, 1330 Avenue of the Americas, 14th Floor, New York, New York 10170 10019 (or such other place as is mutually agreed to by the Company and the Buyer(s)). The Shares Preferred Stock Units may be offered and sold through the end of the Offering Period. 5 (c) Escrow Arrangements; Form of Payment. Upon execution hereof by the Buyer and pending the Closing, the Unit Purchase Price shall be deposited in a non-interest bearing escrow account with Delaware Trust Company, as escrow agent (the "Escrow Agent"), pursuant to the terms of the Escrow Agreement. Subject to the satisfaction of the terms and conditions of this Agreement, (i) on the Closing Date, the Escrow Agent shall deliver to the Company in accordance with the terms of the Escrow Agreement the Unit Purchase Price for the Preferred Stock Units to be issued and sold to the Buyer(s) on such Closing Date, and (ii) promptly after the Closing Date, but in no instance more than seven (7) business days after the Closing, the Company shall deliver to the Buyer(s), (a) stock certificates representing the number of Unit Shares and (b) warrant certificates representing the number of Unit Warrants, purchased by the Buyer(s) on the applicable Closing Date, duly executed on behalf of the Company. (d) Acceptance of Subscriptions. Each Buyer understands and agrees that the Company, in its sole and absolute discretion, reserves the right to accept or reject this or any other subscription for the Shares, Preferred Stock Units, in whole or in part. part, notwithstanding prior receipt by the Buyer of notice of acceptance of this subscription. If the subscription is rejected in whole or the Offering of the Shares Preferred Stock Units is terminated, all funds received by the Company Escrow Agent from the Buyer will be promptly returned without interest or offset, and this subscription shall thereafter be of no further force or effect. If this subscription is rejected in part, the funds for the rejected portion of this subscription will be returned without interest or offset, and this subscription will continue in full force and effect to the extend this subscription was accepted. (d) Form of Payment. Upon execution hereof by the Buyer and pending the Closing, the Purchase Price for the Subscription Amount purchased under this Agreement shall be delivered to the Company for the Shares to be issued and sold to the Buyer(s) on such Closing Date, and the Company shall deliver to the Buyer(s) the certificates for the Shares of Common Stock duly executed on behalf of the Company. (e) Offering Period. the The Company may offer the Shares and sell Preferred Stock Units at any time through and including January 30, 2023 which date may be extended for an additional thirty (30) days (as such may be extended, the "Offering Period") at the sole discretion of the Company. Offering Period. (f) Right to Increase Maximum Offering Amount. The Company, Company may offer and sell more than the Minimum Amount of Preferred Stock Units in its sole discretion, may determine to in which case the Share Percentage Interest and Warrant Percentage Interest will increase the accordingly. The Placement Agent Maximum Amount of may be increased upon mutual approval by the Offering. Company and the Placement Agent. View More
Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing and the Seller agrees to sell to Purchaser at the Closing, 8,000,000 of Seller's Shares for a purchase price of Fifty Thousand U.S. dollars and no cents ($50,000.00), (the "Purchase Price"). Purchaser agrees to wire transfer to an account to be designated by Seller, the sum of Fifty Thousand U.S. dollars and no cents ($50,000.00) to Seller at Closing. Purchaser agrees to wire funds and provide Sell...er with proof of payment within 24 hours of Closing.View More
Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, Purchaser agrees to purchase at the Closing and the Seller agrees to sell to Purchaser at the Closing, 8,000,000 of Seller's Shares for a purchase price of Fifty Seventy-Five Thousand U.S. dollars and no cents ($50,000.00), ($75,000.00), (the "Purchase Price"). Purchaser agrees to wire transfer to an account to be designated by Seller, the sum of Fifty Seventy-Five Thousand U.S. dollars and no cents ($50,000.00) ($75,000.00) to Seller at Clo...sing. Purchaser agrees to will wire funds and provide Seller with proof of payment within 24 hours of Closing. View More
Purchase and Sale of Shares. 1.1 Purchase and Sale. Upon the terms and subject to the conditions set forth herein, the Seller agrees to sell to each Purchaser, and each Purchaser agrees, severally and not jointly, to purchase from the Seller, at the Closing (as defined below), a number of the Shares (including any and all rights to payments, distributions and dividends attendant thereto) set forth opposite such Purchaser's name on Annex I hereto, free and clear of all contractual rights of any third person (including any ri...ght to acquire, option, warrant, call, convert or exchange, or right of pre-emption, first refusal or conversion, or under which a person is or may become obligated to sell, assign or transfer the Shares) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement, or any agreement to create any of the above (but in each case excluding the Existing Company Investor Documents) (collectively, "Liens"). The "Existing Company Investor Documents" are (i) the Seventh Amended and Restated Investor Rights Agreement, dated as of November 22, 2013 (the "IRA"), among the Company and the parties thereto, as amended, (ii) the Sixth Amended and Restated Voting Agreement, dated as of November 22, 2013, among the Company and the parties thereto, as amended and (iii) the Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of November 22, 2013, by and among the Company and the parties thereto, as amended. 1.2 Purchase Price. Each Purchaser shall pay the purchase price in cash set forth opposite such Purchaser's name on Annex I hereto, with the aggregate purchase price for all Shares (the "Purchase Price") equal to $87,062,842.73 based on a price of $5.93 per Share (the "Per Share Price"). 1.3 Closing. The purchase and sale of the Shares (the "Closing") shall occur on the first business day following the satisfaction or waiver of the conditions in Section 2 (other than conditions to be satisfied at the Closing). The Closing shall take place remotely via the exchange of documents and signatures, or at such other date, time and place as may be agreed by the Seller and the Purchasers orally or in writing. 1.4 Payment of the Purchase Price. Each Purchaser shall be severally and not jointly responsible for paying its portion of the Purchase Price, as reflected on Annex I hereto, by wire transfer in immediately available funds pursuant to instructions provided by the Seller, at the Closing. 1.5 Delivery of Certificates. The certificates representing the Shares, properly endorsed to each Purchaser or accompanied by a stock power sufficient to transfer the Shares to the Purchasers, shall be delivered to Peppy, as the representative of the Purchasers, by the Seller at the Closing.View More
Purchase and Sale of Shares. 1.1 Purchase and Sale. Upon the terms and subject to the conditions set forth herein, the Seller agrees to sell to each Purchaser, and each Purchaser agrees, severally and not jointly, agrees to purchase from the Seller, at the Closing (as defined below), a number of the Shares (including any and all rights to payments, distributions and dividends attendant thereto) set forth opposite such Purchaser's name on Annex I hereto, thereto), free and clear of all contractual rights of any third person ...(including any right to acquire, option, warrant, call, convert or exchange, or right of pre-emption, first refusal or conversion, or under which a person is or may become obligated to sell, assign or transfer the Shares) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement, or any agreement to create any of the above (but in each case excluding the Existing Company Investor Documents) (collectively, "Liens"). The "Existing Company Investor Documents" are (i) the Seventh Amended and Restated Investor Rights Agreement, dated as of November 22, 2013 (the "IRA"), among the Company and the parties thereto, as amended, (ii) the Sixth Amended and Restated Voting Agreement, dated as of November 22, 2013, among the Company and the parties thereto, as amended and (iii) the Fifth Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of November 22, 2013, by and among the Company and the parties thereto, as amended. 1.2 Purchase Price. Each Purchaser shall pay the purchase price in cash set forth opposite such Purchaser's name on Annex I hereto, with the aggregate purchase price for all Shares of $5,455,600 (the "Purchase Price") equal to $87,062,842.73 based on a price of $5.93 per Share (the "Per Share Price"). 1.3 Closing. The purchase and sale of the Shares (the "Closing") shall occur on the first business day following the satisfaction or waiver of the conditions in Section 2 (other than conditions to be satisfied at the Closing). The Closing shall take place remotely via the exchange of documents and signatures, or at such other date, time and place as may be agreed by the Seller and the Purchasers Purchaser orally or in writing. 1.4 Payment of the Purchase Price. Each Purchaser shall be severally and not jointly responsible for paying its portion of pay the Purchase Price, as reflected on Annex I hereto, Price by wire transfer in immediately available funds pursuant to instructions provided by the Seller, Seller at the Closing. 1.5 Delivery of Certificates. The certificates representing the Shares, properly endorsed to each Purchaser or accompanied by a stock power sufficient to transfer the Shares to the Purchasers, Purchaser, shall be delivered to Peppy, as the representative of the Purchasers, Purchaser, by the Seller at the Closing. View More
