Purchase Price and Closing Clause Samples

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Notes and Warrants for an aggregate purchase price of One Million Dollars ($1,000,000) (the "Purchase Price"). The Notes and Warrants shall be sold and funded in three separate closings (each, a "Closing"). The initial Closing under this Agreement (the "Initial Closing") shall take place on or about February 13, 2006 (the "Initial Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The second Closing under this Agreement (the "Second Closing") shall take place no later than five (5) business days after the date that the Company files the registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") providing for the resale of the Conversion Shares (as defined below) and the Warrant Shares (as defined below) (the "Second Closing Date") and shall be funded in the amount of Three Hundred Fifty Thousand Dollars ($350,000). The final Closing under this Agreement (the "Final Closing") shall take place no later than five (5) business days after the Commission declares the Registration Statement effective (the "Final Closing Date") and shall be funded in the amount of Three Hundred Thousand Dollars ($300,000). The Initial Closing Date, the Second Closing Date and the Final Closing Date are sometimes referred to in this Agreement as the "Closing Date". Each Closing of the purchase and sale of the Notes and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of Kramer Levin Naftalis & Fran▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ of ▇▇▇ ▇▇▇ricas, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇e; provided, that all of the conditions set forth in Article IV hereof and applicable to each Closing shall have been fulfilled or waived in accordance herewith. Subject to the terms and conditions of this Agreement, at each Closing, the Company shall deliver or cause to be delivered to each Purchaser (x) its Note for the principal amount set forth opposite the name of such Purchaser on Exhibit A hereto, (y) a Series A Warrant and Series B Warrant to purchase such number of shares of Common Stock as is set forth opposite the name of suc...

Purchase Price and Closing. 2 Section 1.4 Warrant......................................................................................2

Purchase Price and Closing. (a) Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase for $0.25 per Share, such number of Ordinary Shares (each a “Share” and collectively the “Shares”) for an aggregate price of listed on the signature page hereto (the “Purchase Price”). (b) Subject to all conditions to closing being satisfied or waived, the closing of the purchase and sale of the Shares (the “Closing”) shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Li LLC, the Company’s legal counsel, on the date of the occurrence of completion of and receipt by the Company of the Purchase Price (the “Closing Date”). (c) Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to the Purchaser (i) a certificate for such number of Shares, and (ii) any other documents required to be delivered pursuant to this Agreement. At the time of the Closing, the Purchaser shall have delivered its Purchase Price by wire transfer pursuant to the wire information contained in this Agreement or by check.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the number of Shares and Warrants, in each case, set forth opposite their respective names on Exhibit A attached hereto. The closing of the purchase and sale of the Shares and Warrants to be acquired by the Purchasers from the Company under this Agreement shall take place at the offices of XL Generation International Inc., 460 St- ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ Quebec, Canada (the "Closing") at 11:59 p.m., Eastern time (i) on or before November 8th, 2005; provided, that all of the conditions set forth in Article IV hereof and applicable to the Closing shall have been fulfilled or waived in accordance herewith, or (ii) at such other time and place or on such date as the Purchasers and the Company may agree upon (the "Closing Date"). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (i) a certificate registered in the name of such Purchaser representing the number of Shares that such Purchaser is purchasing pursuant to the terms hereof and (ii) a Series A Warrant, to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on Exhibit A attached hereto. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an account designated by the Company.

Purchase Price and Closing. 1 1.04. Use of Proceeds................................................ 2 1.05. Representations by the Purchaser............................... 2 1.06.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Common Shares and the Warrants for an aggregate purchase price of set forth on EXHIBIT A (the "PURCHASE PRICE"). The number of Common Shares and Warrants sold pursuant to this Agreement shall be in an amount not less than is needed to produce a minimum aggregate Purchase Price of $12,000,000 and not more than is needed to produce maximum aggregate Purchase Price of $15,000,000. The minimum Purchase Price per Purchaser shall be $250,000. The Common Shares and Warrants shall be sold and funded in a single closing (the "CLOSING"). The Closing shall take place on or about August 8, 2007 (the "CLOSING DATE"), but in no event later than August 10, 2007. The Closing shall take place at the offices of ▇▇▇▇▇▇ and ▇▇▇▇▇, LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, at 10:00 a.m., Texas time. Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser (x) irrevocable transfer instructions to the Company's transfer agent to issue to each Purchaser promptly following the Closing a certificate for the number of Common Shares set forth opposite the name of such Purchaser on EXHIBIT A hereto, (y) its Warrants to purchase such number of shares of Common Stock as is set forth opposite the name of such Purchaser on EXHIBIT A hereto and (z) any other documents required to be delivered pursuant to ARTICLE IV hereof. At the Closing, each Purchaser shall deliver its Purchase Price by wire transfer to an escrow account designated by the Escrow Agent (as defined below). The Purchase Price shall be disbursed pursuant to the terms of the Escrow Agreement (as defined in SECTION 2.1(B)).

Purchase Price and Closing. The total Purchase Price to be paid by Purchaser to Seller for the Entire Property shall be Sixteen Million Five Hundred Thousand and 00/100 Dollars ($16,500,000.00), which shall be payable as follows: a. $330,000.00 e▇▇▇▇▇▇ money to be deposited with Title Company (as defined below) within two days of the execution of this Agreement, together with any and all interest earned thereon (“E▇▇▇▇▇▇ Money”); b. The balance of $16,170,000.00, to be paid by wire transfer, cashier’s check or other immediately available funds, on the Closing Date. The date the last of the following has occurred shall be deemed the “Effective Date” of this Agreement: i) full execution and delivery to the parties of complete (including Exhibits) counter-parts of this Agreement; ii) delivery of the E▇▇▇▇▇▇ Money into Escrow with the Title Company pursuant to Section 19 below. The consummation of the transaction contemplated by this Agreement (“Closing”) shall be on or before May 15, 2002 (“Closing Date”). Subject to the rights of tenants under the leases described on the rent roll attached as Exhibit C, physical possession of the Entire Property, except that portion which is being leased by Seller from Purchaser pursuant to the terms and conditions of that certain lease to be entered into between the parties at Closing, the form of which is attached hereto as Exhibit D (“Seller Lease”), shall be delivered to Purchaser on the Closing Date. The Closing shall be held in the office of L▇▇▇▇▇▇▇▇ & V▇▇▇▇▇, P.L.L.P., 4200 IDS Center, 8▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or at such other location as the parties shall agree, at 10:00 a.m. on the Closing Date.

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchasers and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchasers, severally but not jointly, agree to purchase the Preferred Shares at a purchase price of USD $5.00 per Preferred Share (the “Purchase Price”) for an aggregate purchase price of no less than $5,000,000 (“Minimum Offering ”) and no more than $50,000,000 (the “Maximum Offering ”), provided, however that if the Company and Chardan Capital Markets LLC (the “Placement Agent”) mutually agree, the Company shall have the right to increase the Maximum Offering Amount to $75,000,000. Provided that at least the Minimum Offering shall have been subscribed for, funds representing the sale thereof shall have been deposited in the Funds Escrow Account (as hereinafter defined) and shall have cleared, and all conditions to closing (the “Closing”) have been satisfied or waived, the closing of the purchase and sale of the Minimum Offering shall take place at the offices of Loeb & Loeb, LLP, 3▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ no later than October 29, 2010, which date may be extended for an additional 60 days by mutual agreement of the Company and the Placement Agent if funds representing the Minimum Offering have not been received by such date (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing the Company shall deliver or cause to be delivered to each Purchaser a (i) if the Preferred Shares will be issued in certificated form, a certificate for the number of Preferred Shares set forth opposite the name of such Purchaser on Exhibit A hereto, and (ii) any other documents required to be delivered pursuant to Article IV hereof. At the time of the Closing, each Purchaser shall have delivered its Purchase Price by wire transfer to the escrow account (“Funds Escrow Account”) pursuant to the escrow agreement between the Company and Collateral Agents LLC (“Funds Escrow Agent”) acting as the escrow agent (“Funds Escrow Agreement”) for the Closing. Any funds deposited into the Funds Escrow Account within sixty (60) days after the Closing Date (“Post Closing Period”) shall be distributed to the Company after the deduction of the fee of seven (7.0) percent payable to Placement Agent in accordance with the terms of the Funds Escrow Agreement. No funds may be deposited into the Funds Escrow Account af...

Purchase Price and Closing. Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Purchaser and, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase the Shares for $0.75 per Share (the “Purchase Price”) for an aggregate purchase price of $268,818. The Purchaser shall pay the Purchase Price in full at closing which shall take place at the offices of Loeb & Loeb, LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Closing”) on the date mutually agreed to by the parties (the “Closing Date”). Subject to the terms and conditions of this Agreement, at the Closing, the Company shall deliver or cause to be delivered to Purchaser (x) a certificate for the number of Shares subscribed for and (y) any other documents required to be delivered pursuant to Article IV hereof.