Purchase and Sale Clause Example with 5 Variations from Business Contracts

Purchase and Sale. 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 (i) the Note in the original principal amount of $220,000, and (ii) the Inducement Shares. 1.1. Form of Payment. On the Closing Date, (i) the Buyer shall pay the purchase price of $200,000 (the "Purchase Price") for the Securities to be issued and sold to it at the Closing (as defined below) by wire transfer of immediately available funds to a company account de...signated by the Company, in accordance with the Company's written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed Securities on behalf of the Company, to the Buyer, against delivery of such Purchase Price. 1.2. Closing Date. The date and time of the issuance and sale of the Securities pursuant to this Agreement (the "Closing Date") shall be on or about July 3, 2017, or such other mutually agreed upon time. 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. Exhibit 10.1 -- Page 1 1.3. Inducement Share True-Up. If, on the date that is the six-month anniversary of the date of the Closing Date ("True-Up Date"), the volume weighted average price (as reported by Quotestream TM, a service of Quotemedia, Inc.) of the Company's common stock (the "Common Stock") on the day immediately preceding the True-Up Date (the "Subsequent Share Price"), as reported on the Company's Principal Market, is less than the closing price of the Company's common stock on the Closing Date, then the Company shall, within three (3) trading days of Buyer's provision of written notice in the form attached hereto as Exhibit C, issue and deliver to the Buyer an additional number of duly and validly issued, fully paid and non-assessable shares of Common Stock equal to (X) the quotient of the Purchase Price divided by the Subsequent Share Price, multiplied by 1.5, less (Y) the Original Shares. Any additional shares of Common Stock issuable pursuant to Section 1.d are referred to herein as "Additional Shares." The Additional Shares, if required to be issued pursuant to this Agreement, shall be issued as provided in this Agreement, provided, however, that in no event shall the Buyer be entitled to receive shares of common stock in excess of the amount that would result in beneficial ownership by the Buyer and its affiliates of 9.99% of the outstanding shares of Common Stock at that time. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulations 13D-G thereunder. Accordingly, the Additional Shares, if required to be issued pursuant to this Agreement, shall be issued in accordance with the beneficial ownership limitations contained herein, and in successive tranches (each an "Additional Tranche") if the issuance of one tranche would result in the Buyer's beneficial ownership of more than 9.99% of the outstanding shares of Common Stock at that time. The Company shall issue each respective Additional Tranche of the Additional Shares, if required under this Agreement, within two (2) Trading Days of the request by Buyer, subject to the beneficial ownership limitations contained herein. If the Company fails to issue the Additional Shares or any Additional Tranche within the timeframe specified in this Agreement, then the amount of Additional Shares in which Buyer is entitled shall automatically be multiplied by two. The Company shall at all times reserve shares of its Common Stock for Buyer in an amount equal to 400% multiplied by (X) the quotient of the Purchase Price divided by the lowest traded price of the Common Stock during the five Trading Days immediately preceding the respective date of calculation, multiplied by 1.5, less (Y) the Original Shares. View More