Purchase of the Warrant Clause Samples

Purchase of the Warrant. 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 Warrant, as further provided herein. As used in this Agreement, the term “business day” shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.
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Purchase of the Warrant. The purchase and sale of the Warrant shall take place at the offices of the Purchaser, at such place as the Company and the Purchaser shall agree, on January 15, 1998 (the "Closing") pursuant to the Financing.
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Purchase of the Warrant. As additional consideration for School Services providing those certain loan facilities to the Company pursuant to the School Services Credit and Security Agreement, the Company hereby agrees to issue to School Services the Warrant subject to and upon the terms and conditions set forth herein and in the Warrant. The purchase and sale of the Warrant (the "Closing") shall take place at 10.00 AM at the offices of Coudert Brothers LLP, 1114 Avenue of the Americas, New York, New York 10036 on July 31, 20▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ny and School Services agree (the "Closing Date"). At the Closing, (i) each of the Company and School Services shall execute and deliver this Agreement, and (ii) the Company shall issue the Warrant to School Services.
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Purchase of the Warrant. (a) Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase the Warrant from the Company and the Company agrees to sell and issue the Warrant to the Purchaser for an aggregate purchase price of $100.00 (the"Purchase Price"). (b) The purchase and sale of the Warrant shall take place at the offices of the Purchaser, at 303 ▇. ▇▇▇▇▇▇ ▇▇▇▇▇, Suite 1000, Chicago, Illinois 60601, or at such other place as the Company and the Purchaser shall agree, on JUNE 30, 1997 (the "Closing") pursuant to the EQUIPMENT NOTE LOAN AND SECURITY AGREEMENT, (the "Financing"). At the Closing, the Company shall deliver the Warrant to the Purchaser, against delivery to the Company of a check in the amount of the Purchase Price.
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Purchase of the Warrant. The purchase and sale of the Warrant (the "Closing") shall take place at 10:00 AM at the
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Purchase of the Warrant. At the request of ERC and as additional consideration for School Services to enter into the A&R Credit Agreement and for which ERC has paid the Company fair consideration, the Company hereby agrees to issue to School Services the Warrant subject to and upon the terms and conditions set forth herein and in the Warrant. The purchase and sale of the Warrant (the "Closing") shall take place at 10.00 AM at the offices of Coudert Brothers LLP, 1114 Avenue of the Americas, New York, New York 10036 on July 31, 20▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ny and School Services agree (the "Closing Date"). At the Closing, (i) each of the Company and School Services shall execute and deliver this Agreement, and (ii) the Company shall issue the Warrant to School Services.
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Purchase of the Warrant. (a) Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase the Warrant from the Company and the Company agrees to sell and issue the Warrant to the Purchaser for the Purchase Price for the Warrant. (b) The purchase and sale of the Warrant shall take place at the offices of the Purchaser, at ▇▇▇ ▇. ▇▇▇▇▇▇ Drive, Suite 1000, Chicago, Illinois 60601, or at such other place as the Company and the Purchaser shall agree, in conjunction with the closing (the "CLOSING") of the Financing Arrangement with the Obligor. The Company acknowledges that the Purchaser shall have no obligation to extend any financial accommodations to the Obligor in accordance with the terms of the Financing Arrangement unless and until the Company has executed and delivered this Agreement and the Warrant to the Purchaser. Upon execution by the Company and delivery of this Agreement to the Purchaser, the Company shall deliver the Warrant to the Purchaser, against delivery to the Company of a check in the amount of the Purchase Price.
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Purchase of the Warrant. The purchase and sale of the Warrant (the "Closing") shall take place at 10.00 AM at the offices of Coudert Brothers LLP, 1114 Avenue of the Americas, New York, New York 10036 on July 31, 20▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ny and Merrill agree (the "Closing Date"). At the Closing, (i) each of the Company and Merrill shall execute and deliver this Agreement, and (ii) the Company shall issue the Warrant to Merrill.
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Purchase of the Warrant 
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Related to Purchase of the Warrant

  • Exercise of the Warrant Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

  • Purchase of the Shares (a) Buyer and Seller agree that the aggregate value of the Company is $17,691,710.65 (the “Closing Consideration”). Additionally, the outstanding indebtedness of the Company and its Subsidiaries listed on Schedule 1.1(a) (the “Assumed Indebtedness”) shall remain as an obligation of the Company or its Subsidiaties (as applicable) to be repaid and/or converted following the Closing; provided in all cases that such the principal amount of such Assumed Indebtedness shall under no circumstances exceed $11,161,711 in the aggregate. (b) Subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer shall purchase and acquire from Seller, and Seller shall sell, convey, assign, transfer and deliver to Buyer, the Shares, free and clear of any and all Encumbrances, except as listed on Schedule 2.20. In consideration for the Shares, Seller will be paid and will receive the Closing Consideration in the form of the issuance of 8,945,205 shares of the Buyer’s common stock, par value $0.001 per share (the “Buyer Common Stock”) at $0.73 per share. The Buyer Common Stock issued pursuant to this Agreement will not be registered under the Securities Act of 1933, as amended, by reason of a specific exemption from the registration provisions of the Securities Act, which depends, in part, upon the accuracy of the Seller’s representations as expressed in this Agreement will be “restricted securities” under applicable U.S. federal securities Laws and may be disposed of only pursuant to an effective registration statement under the Securities Act or an exemption from registration under the Securities Act. The shares of Buyer Common Stock issued pursuant to this Agreement shall be characterized as “restricted securities” under the Securities Act and, if certificated, shall bear the following legend (or if held in book entry form, will be noted with a similar restriction): THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE RESOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR THE AVAILABILITY OF AN WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT.

  • of the Warrant Agreement In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement.

  • of the Warrant As contemplated by the Warrant, this Notice of Exercise is being sent by email or by facsimile to the fax number and officer indicated above.

  • TERM OF THE WARRANT AGREEMENT Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the Effective Date and shall be exercisable for a period of (i) seven (7) years or (ii) three (3) years from the effective date of the Company's initial public offering, whichever is longer.