Purchase and Sale of Warrants Sample Clauses

Purchase and Sale of Warrants. The purchase and sale of the Warrants shall occur simultaneously with the consummation of the IPO. At least 24 hours prior to the date of the final prospectus in connection with the IPO, the undersigned shall deliver $100,000.00 (the “Purchase Price”) to Continental or such other agent as may be agreed to by the parties hereto (“Agent”) to hold in an account until the Company consummates the IPO. Simultaneously with the consummation of the IPO, Agent shall deposit the Purchase Price, without interest or deduction, into a trust account established by the Company for the benefit of the Company’s public stockholders at J▇ ▇▇▇▇▇▇ Chase Bank, N.A., and maintained by Continental, as trustee. In the event that the IPO is not consummated within fourteen (14) days of the date the Purchase Price is delivered to Agent, Agent shall return the Purchase Price to the Purchaser, with accrued interest.

Purchase and Sale of Warrants. In addition to the foregoing and subject to the terms and conditions hereof, at the Closing identified in Section 2 hereof, the Company shall issue to the Purchaser one or more Warrants to purchase shares of Common Stock on the following terms:

Purchase and Sale of Warrants. 8 SECTION 2.01. Authorization and Issuance of Warrant Stock and Warrants..............................................................8 SECTION 2.02. Issuance of Warrants...................................8 SECTION 2.03. Purchase for Initial Holders' Account..................9 SECTION 2.04.

Purchase and Sale of Warrants. On the Closing Date, the Company agrees to deposit with the Escrow Agent, to be held in escrow in accordance with the terms of the Escrow Agreement and to be released to the Purchasers on the Escrow Release Date, and each GAP Purchaser, severally and not jointly, agrees to purchase from the Company on the Escrow Release Date subject only to the terms and provisions of the Escrow Agreement, the Warrant to purchase the aggregate number of shares of Common Stock set forth opposite such GAP Purchaser's name on Schedule 2.3 hereto, for the aggregate purchase price set forth opposite such GAP Purchaser's name on Schedule 2.3 hereto which is being deposited by each such Purchaser with the Escrow Agent not later than 5:00 p.m., New York City time, on November 9, 2001, to be distributed in accordance with the terms of the Escrow Agreement (all of the shares of Common Stock issuable upon the exercise of the Warrants being purchased pursuant hereto being referred to herein as the "Warrant Shares").

Purchase and Sale of Warrants. (a) The Company and ▇▇▇▇▇▇ ----------------------------- ▇▇▇▇▇▇▇, as agent for MSIL, propose to enter into one or more Pricing Agreements (each a "Pricing Agreement") substantially in the form of Exhibit II hereto, with such additions and deletions as the parties thereto may determine and subject to the terms and conditions set forth herein, therein, and in the Warrant Agreement, pursuant to which the Company will agree (i) to sell to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as agent for MSIL, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as agent for MSIL, will agree to purchase from the Company, up to an aggregate of 8,000,000 Warrants to purchase, subject to the terms and conditions set forth in the Warrant Agreement, up to an aggregate of 8,000,000 shares of Underlying Common Stock and (ii) to repurchase shares of Common Stock (the "Repurchased Shares") pursuant to, and subject to the terms and conditions set forth in, one or more Repurchase Contracts. The terms and conditions of each particular sale of Warrants shall be as specified in the Pricing Agreement relating thereto and in or pursuant to this Warrant Purchase Agreement and the Warrant Agreement. This Warrant Purchase Agreement shall not be construed as an obligation of the Company to sell any of the Warrants or as an obligation of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or MSIL to purchase any of the Warrants. The obligation of the Company to issue and sell any of the Warrants and the obligation of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as agent for MSIL, to purchase any of the Warrants shall be evidenced by the Pricing Agreement with respect to the Warrants specified therein. Each Pricing Agreement shall specify the number of Warrants of each series being purchased and the purchase price per Warrant of each series. The date of each Pricing Agreement is hereinafter referred to as a "Pricing Date." A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. (b) Payment by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as agent for MSIL, for each series of Warrants sold to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, as agent for MSIL, pursuant to the applicable Pricing Agreement and payment by the Company to repurchase the Repurchased Shares pursuant to the applicable Repurchase Contract shall be made in Federal or other funds immediately available at the time and on the date as shall be specified on the applicable Pricing Agreement and Repurcha...

Purchase and Sale of Warrants. Each Investor who becomes a party to this Agreement as a Seller pursuant to Section 1.3 hereof hereby agrees to sell, transfer and convey to Cibus at the applicable Closing, subject to and on the terms and conditions set forth in this Agreement, the applicable Subject Warrants, in exchange for the applicable Warrant Purchase Consideration.

Purchase and Sale of Warrants. Subject to the terms and conditions herein set forth, the Company agrees that it will issue to Silver Point, and Silver Point agrees that it will accept from the Company, on the Closing Date (as defined in the Credit Agreement), in consideration of the foregoing and the mutual agreements contained herein and in the Credit Agreement, the Warrants to purchase shares of the Common Stock, with the Warrants being substantially in the form attached hereto as Exhibit A, appropriately completed in conformity herewith. SPCP Group will be issued a Warrant to purchase 3,366,585 shares of Common Stock (subject to adjustment) and SPCP Group III will be issued a Warrant to purchase 1,122,195 shares of Common Stock (subject to adjustment).

Purchase and Sale of Warrants. In consideration of the surrender by Buyer of certain governance rights under Seller's charter documents, Seller hereby sells to Buyer and Buyer hereby purchases from Seller: A. the Class V Warrant to purchase an aggregate of 247,748 shares of Class V Stock (collectively, the "Class V Warrant Shares"). The shares of Class A Stock issuable upon exercise of the Class V Warrant (i.e., if Buyer or a Permitted Holder (as defined in the Class V Warrant) elects to receive shares of Class A Stock upon exercise of the Class V Warrant or if a party other than Buyer or a Permitted Holder exercises the Class V Warrant) are collectively referred to as the "VA Shares". A form of the Class V Warrant is attached hereto as Exhibit A. B. the Class A Warrant to purchase an aggregate of 6,806 shares of Class A Stock (collectively, the "Class A Warrant Shares"; and together with the VA Shares, the "Warrant Shares"). A form of the Class A Warrant is attached hereto as Exhibit B.

Purchase and Sale of Warrants. In addition to the foregoing, and subject to the terms and conditions hereof, at the Closing identified in Section 2 hereof, the Company shall issue to the Purchaser One Warrant to purchase shares of Common Stock on the following terms: Warrant Coverage: The Purchaser will be entitled to receive TWO warrants (the “Purchased Warrants”) for each of the common Shares of the Company purchased. The Shares of Common Stock purchased into which the Warrants are exercisable (the “Warrant Shares”) will have piggyback registration rights as provided in this Agreement.