Purchase of Shares Contract Clauses (642)

Purchase of Shares. Participants will acquire Common Stock at a price equal to 95% of the estimated value of the Company's Common Stock, as estimated by the Company's advisor or other firm chosen by the board of directors for that purpose. Participants in the DRP may purchase fractional shares so that 100% of the Distributions will be used to acquire shares. However, a Participant will not be able to acquire shares under the DRP to the extent such purchase would cause it to exceed limits set forth in the Company's ...charter, as amended. View More

Purchase of Shares. 1.1 Number of Shares. Subject to the terms and conditions set forth herein and in the PurchaseAgreement, Holder shall be entitled, upon surrender of this Warrant, to purchase from the Company an aggregate of duly authorized, validly issued, fully paid and nonassessable shares (the "Shares") of the Common Stock equal to twenty-five percent (25%) of total outstanding shares of the Company on a fully-diluted bases (taking into account any warrants, options, debt convertible into shares or other rig...hts underlying shares of the Company) as of December 31, 2019; provided, however, that this Warrant shall increase to include 25% of any additional shares (or warrants, options, debt convertible into shares or other rights underlying shares of the Company) of the Company only to the extent such shares are issued in breach of the Voting Agreement and Proxy entered among Holder, the Company and the other parties thereto as of the date hereof (the "Voting Agreement"). The term "Warrant" as used herein shall be deemed to include any warrants issued upon transfer or partial exercise of this Warrant unless the context clearly requires otherwise. "Common Stock" means (a) the Company's shares of common stock, $0.001 par value per share, and (b) any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock or such other equity interest of the Company. 1.2 Exercise Price. In respect of the exercise of this Warrant pursuant to Section 1.1 above, the exercise price in the aggregate for all of the Shares issuable upon such exercise shall be equal to $1.00 (the "Exercise Price") plus the value of the License, which value has already been received by the Company through the issuance of the License by an affiliate of the Holder to the Company (less any consideration provided by the Company to the Holder or its affiliates in connection therewith). Notwithstanding the immediately preceding sentence or Section 1.1, the number of Shares and the Exercise Price shall be subject to adjustment pursuant to Section 5 hereof. The term "License" as used herein shall be deemed to mean that certain License exectued as of the date hereof between the Company, Auris, LLC, a Florida limited liability company and Knetik, Inc., a Delaware corporation. 1.3 Vesting of Shares. This Warrant shall be fully vested and exercisable as of the date of issuance set forth above. 1.4 Restriction on Exercise. Notwithstanding anything set forth herein to the contrary, this Warrant will not be exercisable (and the Holder shall not provide any notice of exercise) if at the time of such exercise, Cuentas' rights under the License have been terminated. View More

Purchase of Shares. (a) Number of Shares. Subject to the terms and conditions set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing), to purchase from the Company up to 295,945 fully paid and nonassessable shares (the "Shares") of (i) prior to the Reverse Stock Split (as defined in the Certificate of Designations, Powers, Preferences and Other Rights of Preferred Stock and Qualificatio...ns, Limitations and Restrictions for the Company's Series B Convertible Preferred Stock, par value $0.000001 per share (the "Series B Shares")) the Company's Series B Shares and/or (ii) after the Reverse Stock Split, the Company's common stock, par value $0.000001 per share (the "Common Stock"). (b) Exercise Price. The exercise price for the Series B Shares and/or the shares of Common Stock issuable pursuant to this Section 1 (the "Shares") shall be $1.25 per share (the "Exercise Price"). The Shares and the Exercise Price shall be subject to adjustment pursuant to Section 9 hereof. View More

Purchase of Shares. (a) Share Amount. On this date and subject to the terms and conditions of this Agreement, Purchaser hereby purchases from the Founder, and the Founder hereby sells to Purchaser, the Shares at an aggregate purchase price of $158,800 (the "Purchase Price") or $0.1985 per share. The term "Shares" refers to the Shares purchased under this Agreement and includes all securities received (i) in replacement of the Shares, (ii) as a result of stock dividends or stock splits in respect of the Shares, and ...(iii) all securities or property received in replacement of the Shares in a recapitalization, merger, reorganization or the like. (b) Payment. Purchaser has delivered to the Founder a promissory note (the "Note") in the principal amount of the Purchase Price, which Note is in the form of Exhibit A. Accordingly, the Founder hereby agrees to issue the Shares to Purchaser and Purchaser hereby purchase the Shares from the Founder in exchange for the Note. Purchaser further acknowledges that the issuance of the Shares hereunder may result in taxable income to Purchaser, and Purchaser has consulted with Purchaser's own tax advisors concerning the potential effects of such issuance. View More

Purchase of Shares. Subject to the terms and conditions hereinafter set forth, the Holder or assigns (collectively hereafter the "Holder") is entitled, upon surrender of this Certificate at the principal office of the Company (or at such other place as the Company shall notify the Holder hereof in writing), to purchase one common share (a "Share" or in the aggregate the "Shares") of the Company for each Warrant represented hereby, at an exercise price of $2.00 per Share (such price, as may be adjusted from time to ...time, is herein referred to as the "Exercise Price"). View More

Purchase of Shares. Subject to the terms and conditions hereinafter set forth, the Holder of this Warrant is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder hereof in writing), to purchase from the Company up to SIXTY THOUSAND (60,000) shares of the Company's Common Stock (the "Common Stock") at the Exercise Price.

Purchase of Shares. Participants may acquire DRP Shares from the Company for a price equal to $9.30 per share, regardless of whether the Participant holds Class A Shares, Class T Shares, Class W Shares, Class Y Shares, or Class Z Shares. Participants may purchase shares as described until the earliest of (i) the date that all of the DRP Shares registered have been issued or (ii) all Offerings terminate and the Company elects to deregister with the SEC the unsold DRP Shares. The DRP Share price for the Class A Share...s, the Class T Shares, the Class W Shares, the Class Y Shares, and the Class Z Shares was determined by the board of directors in its business judgment. The board of directors may set or change the DRP Share price for the purchase of Class A Shares, Class T Shares, Class W Shares, Class Y Shares, and Class Z Shares at any time in its sole and absolute discretion based upon such factors as it deems appropriate, and without amending this DRP. Participants in the DRP may also purchase fractional Shares so that 100% of the Distributions will be used to acquire Shares; however, a Participant will not be able to acquire DRP Shares to the extent that any such purchase would cause such Participant to exceed the ownership limit as set forth in the Company's charter or otherwise would cause a violation of the share ownership restrictions set forth in the Company's charter. Shares to be distributed by the Company in connection with the DRP may (but are not required to) be supplied from: (a) Shares registered, or to be registered, with the SEC in an Offering for use in the DRP (a "Registration"), or (b) Shares of the Company's common stock purchased by the Company for the DRP in a secondary market (if available) or on a national securities exchange (collectively, the "Secondary Market"). Shares purchased in any Secondary Market will be purchased at the then-prevailing market price, which price will be used for purposes of issuing Shares in the DRP. Shares acquired by the Company in any Secondary Market or registered in a Registration for use in the DRP may be at prices lower or higher than the Share price which will be paid for the DRP Shares pursuant to the Initial Public Offering. If the Company acquires Shares in any Secondary Market for use in the DRP, the Company shall use its reasonable efforts to acquire Shares at the lowest price then reasonably available. However, the Company does not in any respect guarantee or warrant that the Shares so acquired and purchased by the Participant in the DRP will be at the lowest possible price. Further, irrespective of the Company's ability to acquire Shares in any Secondary Market or to make an Offering for Shares to be used in the DRP, the Company is in no way obligated to do either, in its sole discretion. View More

Purchase of Shares. (a) Number of Shares. Subject to the terms and conditions set forth herein, as further consideration for the extension for investment in the Company pursuant to that certain Convertible Promissory Note, by and between the Holder and Company issued as part of a series of similar notes to the Holders (the "Note") concurrently herewith, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder in writ...ing), to purchase from the Company [______] fully paid and nonassessable shares of the Company's Common Stock (the "Common Stock"), which represents an amount equivalent to twenty five percent (25%) of the convertible number of shares of Common Stock the Holder is entitled pursuant to the Note as of the date hereof. (b) Exercise Price. The exercise price for the shares of Common Stock issuable pursuant to Section 1(a) of this Warrant (the "Warrant Shares") shall be $6.00 per share (the "Exercise Price"). The Warrant Shares and the Exercise Price shall be subject to adjustment pursuant to Section 8 hereof. View More

Purchase of Shares. Subject to the terms and conditions hereinafter set forth and set forth in the Agreement, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing), to purchase from the Company up to the number of fully paid and nonassessable shares of the Company's Series C Preferred Stock that equals the quotient obtained by dividing (a) the Warrant Coverage Amount (as defined below) by (b) $0.586. T...he shares issuable pursuant to this Section 1 (the "Shares") shall also be subject to adjustment pursuant to Section 8 hereof. For purposes of this Warrant, the Warrant Coverage Amount shall be that amount which equals twenty five percent (25%) of the original principal amount of the Note. View More

Purchase of Shares. For the sum of $22,500 which the Company acknowledges receiving in cash, the Company hereby sells and issues the Sponsor Shares to the Sponsor, and the Sponsor hereby purchases the Sponsor Shares from the Company, subject to the forfeiture provisions of Section 3 below, on the terms and subject to the conditions set forth in this Agreement. For the sum of $2,500, which the Company acknowledges receiving in cash, the Company hereby sells and issues the Foundation Shares to the Foundation, and the... Foundation hereby purchases the Foundation Shares from the Company, subject to the forfeiture provisions of Section 3 below, on the terms and subject to the conditions set forth in this Agreement. View More