Purchase and Sale Clause Example 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 $110,000, and (ii) the Commitment Shares. 1.1. Form of Payment. On the Closing Date, (i) the Buyer shall pay the purchase price of $100,000 (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 June 4, 2020, 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. 1.3. Commitment Share True-Up. If, during the period beginning on the Closing Date and ending on the later of (i) the Maturity Date, or (ii) the date on which the Note is fully satisfied and cancelled (the "True-Up Period"), the then the greater of (i) $0.25 and (ii) the lowest traded price (as reported by Quotestream TM, a service of Quotemedia, Inc.) of the Company's common stock (the "Common Stock") for any Trading Day within the True-Up Period (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 Issuance Date, then the Company shall, within three (3) trading days of Holder's provision of written notice in the form attached hereto as Exhibit C (the "True-Up Notice"), issue and deliver to the Holder an additional number of duly and validly issued, fully paid and non-assessable shares of Common Stock equal to (X) the quotient of the Commitment Value (as defined below) divided by the Subsequent Share Price, multiplied by 1.5, less (Y) the Commitment Shares, less (Z) any True-Up Shares (as defined below) previously issued. The "Commitment Value" shall mean the product of the Commitment Shares multiplied by the closing price of the Company's common stock on the Closing Date. Any additional shares of Common Stock issuable pursuant to Section 1.d are referred to herein as "True-up Shares." The Holder shall not submit more than one True-Up Notice. The True-up Shares, if required to be issued pursuant to this Note, shall be issued as provided in this Note, provided, however, that in no event shall the Holder be entitled to receive shares of common stock in excess of the amount that would result in beneficial ownership by the Holder 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 True-up Shares, if required to be issued pursuant to this Note, 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 Holder'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 True-up Shares, if required under this Note, within two (2) Trading Days of the request by Holder, subject to the beneficial ownership limitations contained herein. If the Company fails to issue the True-up Shares or any Additional Tranche within the timeframe specified in this Note, then the amount of Additional Shares in which Holder is entitled shall automatically be multiplied by two. The Company shall at all times reserve shares of its Common Stock for Holder in an amount equal to 300% multiplied by (X) the quotient of the Commitment Value 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. 1.4. Registration Rights: The Company shall, within ten (10) calendar days of the effectiveness of the S-1 Registration statement initially filed with the SEC on November 12, 2019, file a registration statement form S-1MEF with the SEC to register 500,000 (five hundred thousand) shares in the name of the Buyer. Failure to do so will result in an Event of Default under the Note. View More