Purchase and Sale of the Securities Contract Clauses (145)

Grouped Into 6 Collections of Similar Clauses From Business Contracts

This page contains Purchase and Sale of the Securities clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Purchase and Sale of the Securities. a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Note, subject to the terms of the Note and this Agreement as the case may be. b. Form of Payment. On the Closing Date, the Buyer shall pay the purchase price of $180,000.00 (the "Purchase Price") for the Note, by wire transfer of immediately available funds, in accordance with the Company's written wiring instructions, against delivery o...f the Note and the Company shall deliver such duly executed Note to the Buyer. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be 4:00 PM, Eastern Time on the date first written above, or such other mutually agreed upon time. d. Closing. 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 (including via exchange of electronic signatures). View More
Found in SIMPLICITY ESPORTS & GAMING Co contract
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Purchase and Sale of the Securities. a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Note, subject to the terms of the Note and this Agreement as the case may be. b. Warrant. On the Closing Date, the Company shall issue to Buyer the Warrant, subject to the terms of the Warrant and this Agreement as the case may be. c. Commitment Shares. Upon the Closing, the Company shall cause the Commitment Shares to be issued in book-...entry form in the name of the Buyer. d. Form of Payment. On the Closing Date, the Buyer shall pay the purchase price of $180,000.00 $1,140,000.00 (the "Purchase Price") for the Note, by wire transfer of immediately available funds, in accordance with the Company's written wiring instructions, against delivery of the Note Note, the Warrant and the Commitment Shares, and the Company shall deliver such duly executed Note and Warrant on behalf of the Company, to the Buyer. c. e. Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note Note, the Warrant and the Commitment Shares pursuant to this Agreement (the "Closing Date") shall be 4:00 PM, Eastern Time on the date first written above, or such other mutually agreed upon time. d. f. Closing. 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 (including via exchange of electronic signatures). View More
Found in SIMPLICITY ESPORTS & GAMING Co contract
Purchase and Sale of the Securities. a. Purchase of Note. the Securities. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Note, subject to Securities as is set forth immediately below the terms of Buyer's name on the Note and this Agreement as the case may be. signature pages hereto. b. Form of Payment. On the Closing Date, Date (as defined below), (i) the Buyer shall pay the purchase price of $180,000.00 for the Securities be issued and sol...d to it at the Closing (as defined below) (the "Purchase Price") for the Note, by wire transfer of immediately available funds, funds to the Company, in accordance with the Company's written wiring instructions, against delivery of the Note Securities, and (ii) the Company shall deliver such duly executed Note to on behalf of the Buyer. Company against delivery of such Purchase Price. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note Securities pursuant to this Agreement (the "Closing Date") shall be 4:00 PM, 12:00 noon, Eastern Standard Time on the date first written above, or about September 7, 2021, or such other mutually agreed upon time. d. Closing. 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 (including via exchange of electronic signatures). parties. View More
Found in Clean Energy Technologies, Inc. contract
Purchase and Sale of the Securities. a. Purchase of Note. the Securities. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Note, subject to Securities as is set forth immediately below the terms of Buyer's name on the Note and this Agreement as the case may be. signature pages hereto. b. Form of Payment. On the Closing Date, Date (as defined below), the Buyer shall pay the purchase price of $180,000.00 for the Securities be issued and sold to... it at the Closing (as defined below) (the "Purchase Price") for the Note, by wire transfer of immediately available funds, funds to the Company, in accordance with the Company's written wiring instructions, against delivery of the Note Securities, and the Company shall deliver such duly executed Note to on behalf of the Buyer. Company against delivery of such Purchase Price. c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note Securities pursuant to this Agreement (the "Closing Date") shall be 4:00 PM, 12:00 noon, Eastern Standard Time on the date first written above, or about January 17, 2022, or such other mutually agreed upon time. d. Closing. 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 (including via exchange of electronic signatures). parties. View More
Found in Holly Brothers Pictures, Inc. contract
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Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, 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 1 hereto at a price equal to 99.002% of the principal amount thereof p...lus accrued interest, if any, from the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. 2 (c) Payment for and delivery of the Securities will be made at the offices of Mayer Brown LLP at 10:00 A.M., New York City time, on May 17, 2018, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company ("DTC"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person. View More
Found in Oshkosh Corporation contract
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Purchase and Sale of the Securities. (a) The Company Issuer agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company Issuer the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.002% 98.836% of the prin...cipal amount thereof plus accrued interest, if any, from January 23, 2019 to the Closing Date (as defined below). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company Issuer understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. Pricing Disclosure Package (as defined below). The Company Issuer acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. 2 (c) Payment for and delivery of the Securities will be made at the offices of Mayer Brown LLP Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Los Angeles, California, 90071 at 10:00 A.M., New York City time, on May 17, 2018, January 23, 2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company Issuer may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company Issuer to the Representatives against delivery to the nominee of The Depository Trust Company ("DTC"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Issuer. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company Issuer acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm's-length commercial transaction between the Issuer, on the one hand, and the several Underwriters, on the other, (ii) in 3 connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Issuer, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the capacity of an arm's length contractual counterparty to the Company Issuer with respect to the offering of Securities contemplated hereby (including or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Issuer on other matters) or any other obligation to the Issuer except the obligations expressly set forth in this Agreement and (iv) the Issuer has consulted its own legal and financial advisors to the extent it deemed appropriate. The Issuer agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Issuer in connection with determining such transaction or the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect process leading thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person. View More
Found in American Homes 4 Rent, L.P. contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, 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 1 I hereto at a price equal to 99.002% to: (i) 100.022% of the princip...al amount thereof of Floating Rate Notes, (ii) 99.678% of the principal amount of 2021 Notes, (iii) 99.384% of the principal amount of 2023 Notes, (iv) 99.127% of the principal amount of 2027 Notes, (v) 98.663% of the principal amount of 2031 Notes and (vi) 98.335% of the principal amount of 2039 Notes, in each case plus accrued interest, if any, from March 7, 2019 to the Closing Date (as defined below). Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. 2 (c) Payment for and delivery of the Securities will be made at the offices of Mayer Brown LLP Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 at 10:00 A.M., New York City London time, on May 17, 2018, March 7, 2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". Date." 3 (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to of the nominee of The Depository Trust Company ("DTC"), Securities in book-entry form through a common depositary for Clearstream Banking, société anonyme ("Clearstream") and Euroclear Bank S.A./N.V. ("Euroclear"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City London time, on the business day prior to the Closing Date. (e) The Company acknowledges and agrees the Guarantors acknowledge and agree that each Underwriter is the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with its their own advisors concerning such matters and shall be responsible for making its their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Representatives or any Underwriter Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, Underwriters and shall not be on behalf of the Company or the Guarantors or any other person. View More
Found in Medtronic plc contract
Purchase and Sale of the Securities. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, agreement (this "Agreement"), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, 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 1 hereto at a price equal to 99.002% 99....003% of the principal amount thereof plus of the 2024 Notes and 98.945% of the principal amount of the 2029 Notes, plus, in each case, accrued interest, if any, from October 28, 2019 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. 2 (c) Payment for and delivery of the Securities will be made at the offices of Mayer Brown Milbank LLP at 10:00 A.M., New York City time, on May 17, 2018, October 28, 2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company ("DTC"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, 2024 Notes (the "2024 Global Notes") and one or more global notes representing the 2029 Notes (the "2029 Global Notes" and, together with the 2024 Global Notes, the "Global Note"), Notes"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note Notes will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. 2 (e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Representatives or any Underwriter of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Representatives or such Underwriter, as the case may be, and shall not be on behalf of the Company or any other person. View More
Found in Delta Air Lines Inc. contract
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Purchase and Sale of the Securities. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company will issue and sell, and each Investor will purchase, severally and not jointly, (A) the number of Shares set forth opposite the name of such Investor under the heading "Number of Shares" on Exhibit A attached hereto, (B) a Pre-Funded Warrant to purchase the number of Warrant Shares set forth opposite the name of such Investor under the heading "Number of Warrant Shares Underlying Pre-Funded Warrant" ...on Exhibit A attached hereto, if any, and (C) a Warrant to purchase the number of Warrant Shares set forth opposite the name of such Investor under the heading "Number of Warrant Shares Underlying Warrant" on Exhibit A attached hereto. The Shares and Pre-Funded Warrants will be sold in fixed combinations with the Warrants, with each Investor receiving a Warrant to purchase 2.122 shares of Common Stock per each Share or Warrant Share underlying a Pre-Funded Warrant purchased by such Investor. The purchase price per Share and accompanying Warrant shall be $1.745. The purchase price per Pre-Funded Warrant and accompanying Warrant shall be $1.744. The Pre-Funded Warrants shall have an exercise price equal to $0.001 per Warrant Share. The Warrants shall have an exercise price equal to $1.48 per Warrant Share. 4 3. Closing. 3.1 Upon the satisfaction of the conditions set forth in Section 6, the completion of the purchase and sale of the Closing Securities (the "Closing") shall occur remotely via exchange of documents and signatures on December 24, 2019 (the "Closing Date"). 3.2 On the Closing Date, each Investor shall deliver or cause to be delivered to the Company, via wire transfer of immediately available funds pursuant to the wire instructions delivered to such Investor by the Company on or prior to the Closing Date, an amount equal to the purchase price to be paid by the Investor for the Closing Securities to be acquired by it as set forth opposite the name of such Investor under the heading "Aggregate Purchase Price of Securities" on Exhibit A attached hereto. 3.3 At the Closing, the Company shall deliver or cause to be delivered to each Investor (A) a number of Shares, registered in the name of the Investor (or its nominee in accordance with its delivery instructions), equal to the number of Shares set forth opposite the name of such Investor under the heading "Number of Shares" on Exhibit A attached hereto, (B) a Pre-Funded Warrant, registered in the name of the Investor (or its nominee in accordance with its delivery instructions), to purchase up to the number of Warrant Shares set forth opposite the name of such Investor under the heading "Number of Warrant Shares Underlying Pre-Funded Warrant" on Exhibit A attached hereto, if any and (C) a Warrant, registered in the name of the Investor (or its nominee in accordance with its delivery instructions), to purchase the number of Warrant Shares set forth opposite the name of such Investor under the heading "Number of Warrant Shares Underlying Warrant". The Shares shall be delivered via a book-entry record through the Company's transfer agent. Unless the Company and an Investor otherwise mutually agree with respect to such Investor's Shares, at Closing settlement shall occur on a "delivery versus payment" basis. View More
Found in Savara Inc contract
Purchase and Sale of the Securities. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company will issue and sell, and each Investor will purchase, severally and not jointly, (A) the number of Shares set forth opposite the name of such Investor under the heading "Number of Shares" on Exhibit A attached hereto, hereto and (B) a Pre-Funded Warrant to purchase the number of Warrant Shares set forth opposite the name of such Investor under the heading "Number of Warrant Shares Underlying Pre-Funde...d Warrant" on Exhibit A attached hereto, if any, and (C) a Warrant to purchase the number of Warrant Shares set forth opposite the name of such Investor under the heading "Number of Warrant Shares Underlying Warrant" on Exhibit A attached hereto. The Shares and Pre-Funded Warrants will be sold in fixed combinations with the Warrants, with each Investor receiving a Warrant to purchase 2.122 shares of Common Stock per each Share or Warrant Share underlying a Pre-Funded Warrant purchased by such Investor. any. The purchase price per Share and accompanying Warrant shall be $1.745. $8.70. The purchase price per Pre-Funded Warrant and accompanying Warrant shall be $1.744. $8.69. The Pre-Funded Warrants shall have an exercise price equal to $0.001 $0.01 per Warrant Share. The Warrants shall have an exercise price equal to $1.48 per Warrant Share. 4 3. Closing. 3.1 Upon the satisfaction of the conditions set forth in Section 6, the completion of the purchase and sale of the Closing Securities (the "Closing") shall occur remotely via exchange of documents and signatures on December 24, 2019 (the "Closing Date"). 3.2 On the Closing Date, each Investor shall deliver or cause to be delivered to the Company, via wire transfer of immediately available funds pursuant to the wire instructions delivered to such Investor by the Company on or prior to the Closing Date, an amount equal to the purchase price to be paid by the Investor for the Closing Securities to be acquired by it as set forth opposite the name of such Investor under the heading "Aggregate Purchase Price of Securities" on Exhibit A attached hereto. 3.3 At the Closing, the Company shall deliver or cause to be delivered to each Investor (A) a number of Shares, registered in the name of the Investor (or its nominee in accordance with its delivery instructions), equal to the number of Shares set forth opposite the name of such Investor under the heading "Number of Shares" on Exhibit A attached hereto, hereto and (B) a Pre-Funded Warrant, registered in the name of the Investor (or its nominee in accordance with its delivery instructions), to purchase up to the number of Warrant Shares set forth opposite the name of such Investor 3 EX 10.1Investor under the heading "Number of Warrant Shares Underlying Pre-Funded Warrant" on Exhibit A attached hereto, if any and (C) a Warrant, registered in the name of the Investor (or its nominee in accordance with its delivery instructions), to purchase the number of Warrant Shares set forth opposite the name of such Investor under the heading "Number of Warrant Shares Underlying Warrant". any. The Shares shall be delivered via a book-entry record through the Company's transfer agent. Transfer Agent. Unless the Company and an Investor otherwise mutually agree with respect to such Investor's Shares, at Closing settlement shall occur on a "delivery versus payment" basis. View More
Found in Arsanis, Inc. contract
Purchase and Sale of the Securities. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company will issue and sell, and each Investor will purchase, severally and not jointly, (A) the number of Shares set forth opposite the name of such Investor under the heading "Number of Shares" on Exhibit A attached hereto, (B) a Pre-Funded Warrant to purchase the number of Warrant Shares set forth opposite the name of such Investor under the heading "Number of Warrant Shares Underlying Pre-Funded Warrant" ...on Exhibit A attached hereto, if any, and (C) a Warrant to purchase the number of Warrant Shares set forth opposite the name of such Investor under the heading "Number of Warrant Shares Underlying Warrant" on Exhibit A attached hereto. The Shares and Pre-Funded Warrants will be sold in fixed combinations with the Warrants, with each Investor receiving a Warrant to purchase 2.122 shares one share of Common Stock per each Share or Warrant Share underlying a Pre-Funded Warrant purchased by such Investor. The purchase price per Share and accompanying Warrant shall be $1.745. $0.94. The purchase price per Pre-Funded Warrant and accompanying Warrant shall be $1.744. $0.9399. The Pre-Funded Warrants shall have an exercise price equal to $0.001 $0.0001 per Warrant Share. The Warrants shall have an exercise price equal to $1.48 $1.034 per Warrant Share. 4 3. Closing. 3.1 Upon the satisfaction of the conditions set forth in Section 6, the completion of the purchase and sale of the Closing Securities (the "Closing") shall occur remotely via exchange of documents and signatures on December 24, 2019 (the "Closing Date"). 3.2 On the Closing Date, each Investor shall deliver or cause to be delivered to the Company, via wire transfer of immediately available funds pursuant to the wire instructions delivered to such Investor by the Company on or prior to the Closing Date, an amount equal to the purchase price to be paid by the Investor for the Closing Securities to be acquired by it as set forth opposite the name of such Investor under the heading "Aggregate Purchase Price of Securities" on Exhibit A attached hereto. 3.3 At the Closing, the Company shall deliver or cause to be delivered to each Investor (A) a number of Shares, registered in the name of the Investor (or its nominee in accordance with its delivery instructions), equal to the number of Shares set forth opposite the name of such Investor under the heading "Number of Shares" on Exhibit A attached hereto, (B) a Pre-Funded Warrant, registered in the name of the Investor (or its nominee in accordance with its delivery instructions), to purchase up to the number of Warrant Shares set forth opposite the name of such Investor under the heading "Number of Warrant Shares Underlying Pre-Funded Warrant" on Exhibit A attached hereto, if any and (C) a Warrant, registered in the name of the Investor (or its nominee in accordance with its delivery instructions), to purchase the number of Warrant Shares set forth opposite the name of such Investor under the heading "Number of Warrant Shares Underlying Warrant". The Shares shall be delivered via a book-entry record through the Company's transfer agent. Unless the Company and an Investor otherwise mutually agree with respect to such Investor's Shares, at Closing settlement shall occur on a "delivery versus payment" basis. View More
Found in Syros Pharmaceuticals, Inc. contract
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Purchase and Sale of the Securities. (a) Closing. On the Closing Date (as defined below), upon the terms and subject to the conditions set forth herein: (i) the Company and the Parent hereby agrees to sell to each Purchaser, and each Purchaser hereby agrees to purchase from the Company and the Parent the Notes, in consideration of the Purchase Price. For purposes of this Agreement, "Closing Date" means the date on which all of the Transaction Documents (as defined herein) have been executed and delivered by the parties thereto, and... all conditions precedent to (i) each Purchaser's obligations to pay the Purchase Price and (ii) the Company's and Parent's obligation to deliver the Notes, in each case, have been satisfied or waived. (ii) Each Purchaser shall deliver the Purchase Price, via wire transfer of immediately available funds, to the Parent and/or the Company using the wiring instructions provided to each Purchaser. The Company, the Parent and each Purchaser shall each deliver to the other items set forth in Section 1(b) deliverable at the closing (the "Closing"). Upon waiver or satisfaction of the covenants and conditions set forth in Sections 1(b) and 1(c), the Closing shall occur at such location within the United States as the parties shall mutually agree. (b) Deliverables. (i) On or prior to the Closing Date, the Company and the Parent shall deliver or cause to be delivered to each Purchaser the following: A. this Agreement, duly executed by the Company and the Parent; 1 B. a Note, duly executed by the Company and the Parent, with a face value equal to such Purchaser's Purchase Price; and C. the Security Agreement, duly executed by the Company. (ii) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company and the Parent the following: A. this Agreement, duly executed by such Purchaser; B. the Security Agreement, duly executed by such Purchaser; and C. the Purchase Price by wire transfer to the Parent and/or the Company. (c) Closing Conditions. (i) The obligations of the Company and the Parent hereunder in connection with the Closing are subject to the waiver or satisfaction of the following conditions: A. the accuracy on the Closing Date of the representations and warranties of such Purchaser contained herein; B. all obligations, covenants and agreements of such Purchaser required to be performed at or prior to the Closing Date shall have been performed; and C. the delivery by such Purchaser of the items set forth in Section 1(b)(ii) of this Agreement. (ii) The obligations of each Purchaser hereunder in connection with the Closing are subject to the waiver or satisfaction of the following conditions: A. the accuracy in all material respects on the Closing Date of the representations and warranties of Company and the Parent contained herein; B. all obligations and agreements of the Company and the Parent required to be performed at or prior to the Closing Date shall have been performed; and C. the delivery by the Company and the Parent of the items set forth in Section 1(b)(i) of this Agreement. View More
Found in Omni Shrimp, Inc. contract
Purchase and Sale of the Securities. (a) Closing. On the Closing Date (as defined below), upon the terms and subject to the conditions set forth herein: (i) the Company and the Parent hereby agrees agree to sell to each Purchaser, and each Purchaser hereby agrees to purchase from the Company and the Parent the Notes, Notes and the Warrants, in consideration of the Purchase Price. For purposes of this Agreement, "Closing Date" means the date on which all of the Transaction Documents (as defined herein) have been executed and deliver...ed by the parties thereto, and all conditions precedent to (i) each the Purchaser's obligations to pay the Purchase Price and (ii) the Company's and Parent's obligation to deliver the Notes, Notes and the Warrants, in each case, have been satisfied or waived. (ii) Each Purchaser shall deliver the Purchase Price, via wire transfer of immediately available funds, to the Parent and/or the Company Company's attorneys, using the wiring instructions provided set forth herein on Exhibit C. (iii) The Notes and Warrants are being offered on a "best efforts, no minimum" basis of a total Loan amount of up to each Purchaser. $300,000. The Company, the Parent and each Purchaser shall each deliver to the other items set forth in Section 1(b) deliverable at the closing (the "Closing"). Upon waiver or satisfaction of the covenants and conditions set forth in Sections 1(b) and 1(c), the Closing shall occur at such location within the United States as the parties shall mutually agree. (b) Deliverables. (i) On or prior to the any Closing Date, the Company and the Parent shall deliver or cause to be delivered to each Purchaser the Company the following: A. this Agreement, duly executed by the Company and the Parent; 1 B. a Note, duly executed by the Company and the Parent, Company, with a face value equal to such amount as set forth opposite such Purchaser's Purchase Price; and name on the signature page hereto; C. the Security Agreement, Warrant, duly executed by the Company. Parent to purchase such number of shares of Parent Common Stock equal to such Purchaser's Purchase Price multiplied by ten (10); D. the Officer Certificates; and E. the Secretary Certificates. (ii) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company and the Parent the following: A. this Agreement, duly executed by such Purchaser; and B. the Security Agreement, duly executed by such Purchaser; and C. the Purchase Price by wire transfer to the Parent and/or the Company. Company's attorneys. (c) Closing Conditions. (i) The obligations of the Company and the Parent hereunder in connection with the Closing are subject to the waiver or satisfaction of the following conditions: A. the accuracy on the Closing Date of the representations and warranties of such Purchaser contained herein; B. all obligations, covenants and agreements of such Purchaser required to be performed at or prior to the Closing Date shall have been performed; and 2 C. the delivery by such Purchaser of the items set forth in Section 1(b)(ii) of this Agreement. (ii) The obligations of each Purchaser hereunder in connection with the Closing are subject to the waiver or satisfaction of the following conditions: A. the accuracy in all material respects on the Closing Date of the representations and warranties of Company and the Parent contained herein; B. all obligations and agreements of the Company and the Parent required to be performed at or prior to the Closing Date shall have been performed; C. Each of the Parent and C. the Company shall deliver to such Purchaser, a certificate signed by its Secretary or Assistant Secretary, including incumbency specimen signatures of any signatory of any Transaction Document of the Company and Parent, and certifying that the attached copies of its Certificate of Incorporation, as amended and Bylaws, as amended, and resolutions of its Board of Directors approving the transactions contemplated by the Transaction Documents, are all true, complete and correct and remain in full force and effect (collectively, the "Secretary Certificates"). D. The representations and warranties of the Company and the Parent contained in this Agreement shall have been true and correct in all material respects on the date of this Agreement (except whether such representations are qualified by material or material adverse effect, which shall be true and correct in all respects) and shall be true and correct as of the applicable Closing Date as if made on the Closing Date and each of the Parent and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Parent and the Company in connection with the consummation of the transactions contemplated by the Transaction Documents at or prior to the Closing Date and each of the Parent and the Company shall deliver a certificate, executed by its Chief Executive Officer, dated as of the Closing Date, certifying that the foregoing is true (collectively, the "Officer Certificates"). E. the delivery by the Company and the Parent of the items set forth in Section 1(b)(i) of this Agreement. View More
Found in ECOSPHERE TECHNOLOGIES INC contract
Purchase and Sale of the Securities. (a) Closing. On the Closing Date (as defined below), upon the terms and subject to the conditions set forth herein: (i) the Company and the Parent hereby agrees to sell to each Purchaser, the Purchasers, and each Purchaser the Purchasers hereby agrees agree to purchase from the Company Company, (i) the Notes and (ii) the Parent the Notes, Warrants, in consideration of the Purchase Price. Price, as set forth on each such Purchaser's signature page. For purposes of this Agreement, "Closing Date" m...eans the date on which all of the Transaction Documents (as defined herein) below) have been executed and delivered by the parties thereto, and all conditions precedent to (i) each Purchaser's Purchasers' obligations to pay the Purchase Price and (ii) the Company's and Parent's obligation to deliver the Notes, Securities, in each case, have been satisfied or waived. (ii) Each Purchaser The Purchasers shall deliver the Purchase Price, via wire transfer of immediately available funds, to the Parent and/or escrow agent (the "Escrow Agent"), pursuant to the terms of an Escrow Agreement, in the form attached hereto as Exhibit C (the "Escrow Agreement" and collectively with this Agreement, the Notes, the Warrants and all other documentation ancillary hereto and thereto, the "Transaction Documents"). The Company using and the wiring instructions provided to each Purchaser. The Company, the Parent and each Purchaser Purchasers shall each deliver to the other items set forth in Section 1(b) deliverable at the closing (the "Closing"). Upon waiver or satisfaction of the covenants and conditions set forth in Sections 1(b) and 1(c), the Closing shall occur at such location within the United States as the parties shall mutually agree. (b) Deliverables. (i) On or prior to the Closing Date, the Company and the Parent shall deliver or cause to be delivered to each Purchaser the Escrow Agent the following: A. this Agreement, duly executed by the Company and the Parent; 1 Company; B. a Note, duly executed by the Company and Company, in the Parent, with Purchase Price set forth on such Purchaser's signature page; -1- C. a face value Warrant, duly executed by the Company, to purchase that number of shares equal to such Purchaser's Purchase Price; and C. (i) the Security aggregate purchase price of the Note divided by (ii) 0.10 (the "Warrant Shares"); D. the Escrow Agreement, duly executed by the Company. (ii) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company and the Parent the following: A. this Agreement, duly executed by such Purchaser; B. the Security Purchase Price to the Escrow Agent pursuant to the terms of the Escrow Agreement; C. The Escrow Agreement, duly executed by such Purchaser; and C. the Purchase Price by wire transfer to the Parent and/or the Company. Purchaser. (c) Closing Conditions. (i) The obligations of the Company and the Parent hereunder in connection with the Closing are subject to the waiver or satisfaction of the following conditions: A. the accuracy on the Closing Date of the representations and warranties of such Purchaser Purchasers contained herein; B. all obligations, covenants and agreements of such Purchaser Purchasers required to be performed at or prior to the Closing Date shall have been performed; and C. the delivery by such Purchaser Purchasers of the items set forth in Section 1(b)(ii) of this Agreement. (ii) The obligations of each Purchaser Purchasers hereunder in connection with the Closing are subject to the waiver or satisfaction of the following conditions: A. the accuracy in all material respects on the Closing Date of the representations and warranties of Company and the Parent contained herein; herein B. all obligations and agreements of the Company and the Parent required to be performed at or prior to the Closing Date shall have been performed; and C. the delivery by the Company and the Parent of the items set forth in Section 1(b)(i) of this Agreement. View More
Found in VAPORIN, INC. contract
Purchase and Sale of the Securities. (a) Closing. On the Closing Date (as defined below), upon the terms and subject to the conditions set forth herein: (i) the Company and the Parent hereby agrees to sell to each Purchaser, the Purchasers, and each Purchaser the Purchasers hereby agrees agree to purchase from the Company and the Parent the Notes, in consideration of the Purchase Price. Price, as set forth on each such Purchaser's signature page. For purposes of this Agreement, "Closing Date" means the date on which all of the Tran...saction Documents (as defined herein) have been executed and delivered by the parties thereto, and all conditions precedent to (i) each Purchaser's Purchasers' obligations to pay the Purchase Price and (ii) the Company's and Parent's obligation to deliver the Notes, in each case, have been satisfied or waived. waived; and (ii) Each Purchaser the Purchasers shall deliver the Purchase Price, via wire transfer of immediately available funds, funds payable by the Purchasers to the Parent and/or Company, and together with this Agreement, the Company Notes, Security Agreement and any and all exhibits and schedules hereto or hereto, the "Transaction Documents"), using the wiring wire instructions provided to each Purchaser. by the Company. The Company, Company and the Parent and each Purchaser Purchasers shall each deliver to the other items set forth in Section 1(b) deliverable at the closing (the "Closing"). Upon waiver or satisfaction of the covenants and conditions set forth in Sections 1(b) and 1(c), the Closing shall occur at such location within the United States as the parties shall mutually agree. 1 (b) Deliverables. (i) On or prior to the Closing Date, the Company and the Parent shall deliver or cause to be delivered to each Purchaser (other than with respect to an agreement which will only be delivered to the applicable Purchaser or Purchasers) the following: A. this Agreement, duly executed by the Company and the Parent; 1 Company; B. a Note, duly executed by the Company and Company, in the Parent, with a face value equal to Purchase Price set forth on such Purchaser's Purchase Price; signature page; and C. the Security Agreement, duly executed by the Company. Company and evidence of filing UCC Financing Statements with the State of Nevada in a form reasonably acceptable to Purchasers. (ii) On or prior to the Closing Date, each Purchaser (other than with respect to an agreement which will only be delivered by the applicable Purchasers) shall deliver or cause to be delivered to the Company and the Parent the following: A. this Agreement, duly executed by such each Purchaser; B. the Security Agreement, duly executed by such Purchaser; the Collateral Agent (as defined below); and C. the Purchase Price by wire transfer to the Parent and/or the Company. Company at: (c) Closing Conditions. (i) The obligations of the Company and the Parent hereunder in connection with the Closing are subject to the waiver or satisfaction of the following conditions: 2 A. the accuracy on the Closing Date of the representations and warranties of such Purchaser Purchasers contained herein; B. all obligations, covenants and agreements of such Purchaser Purchasers required to be performed at or prior to the Closing Date shall have been performed; and C. the delivery by such Purchaser Purchasers of the items set forth in Section 1(b)(ii) of this Agreement. (ii) The obligations of each Purchaser Purchasers hereunder in connection with the Closing are subject to the waiver or satisfaction of the following conditions: A. the accuracy in all material respects on the Closing Date of the representations and warranties of Company and the Parent contained herein; herein B. all obligations and agreements of the Company and the Parent required to be performed at or prior to the Closing Date shall have been performed; and C. the delivery by the Company and the Parent of the items set forth in Section 1(b)(i) of this Agreement. View More
Found in NAKED BRAND GROUP INC. contract
View Variations (3)
Purchase and Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company shall sell and issue to the Investor a Promissory Note in the principal amount of $55,000. 2.1Security. As Security for the Company's obligations contained herein and in all Notes issued by the Company to the Holder, following any Event of Default which remains uncured for thirty (30) calendar days, the Holder shall be granted an unconditional first priority interest in and to, any and all property of the Company and its subsidia...ries, of any kind or description, tangible or intangible, whether now existing or hereafter arising or acquired until the balance of all Notes has been reduced to $0. "Any and all property," as described herein shall be inclusive of, but not limited to, assets reported by the Company on its SEC filings, cash, inventory, accounts receivable, intellectual property rights, equipment and property. The Investor is authorized to make all filings the Investor, in its discretion, deems necessary to evidence its security interests. View More
Found in APPlife Digital Solutions Inc contract
Purchase and Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company shall sell and issue to the Investor a Promissory Note in the principal amount of $55,000. 2.1Security. of$9,250. 2.1 Security As Security for the Company's obligations contained herein and in all Notes the Note issued by the Company to the Holder, following any Event of Default which remains uncured for thirty (30) fifteen (IS) calendar days, the Holder shall be granted an unconditional first priority security interest in and to..., any and all property of the Company and its subsidiaries, of any kind or description, tangible or intangible, whether now existing or hereafter arising or acquired until the balance of all Notes the Note has been reduced to $0. "Any and all property," as described herein shall be inclusive of, but not limited to, assets reported by the Company on its SEC filings, cash, inventory, accounts receivable, intellectual property rights, equipment and property. The Investor is authorized to make all filings the Investor, in its discretion, deems necessary to evidence its security interests. View More
Found in GUIDED THERAPEUTICS INC contract
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Purchase and Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company shall sell and issue to the Investor a Convertible Note in the principal amount of $137,500. 2.1 Security As security for the Company's obligations contained herein and in all Notes issued by the Company to the Holder, the Holder shall be granted an unconditional secured interest in and to, any and all property of the Company and its subsidiaries, of any kind or description, tangible or intangible, whether now existing or hereaft...er arising or acquired until the balance of all Notes has been reduced to $0. Following the Closing, the Investor is authorized to make all filings the Investor, in its discretion, deems necessary to evidence its security interests. However such security interest shall be behind the security interests previously in place with three other creditors as set forth in the Security Agreement dated August 11, 2016 ("Security Agreement"). View More
Found in POSITIVEID Corp contract
Purchase and Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company shall sell and issue to the Investor a Convertible Note in the principal amount of $137,500. $82,500. 2.1 Security As security for the Company's obligations contained herein and in all Notes issued by the Company to the Holder, the Holder shall be granted an unconditional secured interest in and to, any and all property of the Company and its subsidiaries, of any kind or description, tangible or intangible, whether now existing o...r hereafter arising or acquired until the balance of all Notes has been reduced to $0. $0 (See Security Agreement dated August 11, 2016). Following the Closing, the Investor is authorized to make all filings the Investor, in its discretion, deems necessary to evidence its security interests. However such security interest shall be behind the security interests previously in place with three other creditors as set forth in the Security Agreement dated August 11, 2016 ("Security Agreement"). View More
Found in POSITIVEID Corp contract
View Variations (2)