Sale and Issuance of the Securities Clause Samples
The 'Sale and Issuance of the Securities' clause defines the terms under which a company will offer and distribute its securities to investors. It typically outlines the type and amount of securities being sold, the purchase price, and the process for completing the transaction, such as payment methods and closing procedures. This clause ensures that both parties understand the mechanics of the sale, providing legal clarity and reducing the risk of disputes regarding the issuance process.
Sale and Issuance of the Securities. (a) Prior to the Closing (as defined below), the Company shall have authorized the sale and issuance to the Investors: (i) 906,687 shares of the Company’s common stock, par value $0.001 per share (each a “Share” and, collectively, the “Shares”) and/or a prefunded warrant to purchase one (1) Share at an exercise price of $0.001 per share in the form of Exhibit A (the “Prefunded Warrant”), (ii) one (1) three-year warrant to purchase a number of Shares at an exercise price of $10.20 per share in the form of Exhibit B (each a “Market Priced Warrant”), (iii) one (1) three-year warrant to purchase a number of Shares at an exercise price of $50.00 per share in the form of Exhibit C (each a “$50.00 Warrant”, and together with the Market Priced Warrants, the “Common Warrants”) and together with the Prefunded Warrants and the Market Priced Warrants, the “Warrants”), and (iv) the issuance of the Shares upon the exercise of (A) the Prefunded Warrants (the “Prefunded Warrant Shares”); and (B) the Common Warrants (the “Common Warrant Shares” and together with the Prefunded Warrant Shares, the “Warrant Shares”). The Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities”.
(b) Subject to the terms and conditions of this Agreement, the Investors agree to purchase at the Closing, and the Company agrees to sell and issue to the Investors at the Closing the number of Shares and Warrants set forth on the signature page hereto at a purchase price of (i) $10.20 per Share (the “Per Share Purchase Price”) (ii) $10.20 per Prefunded Warrant (the “Per Prefunded Warrant Purchase Price”) and (iii) $0.125 for each Common Warrant Share.
Sale and Issuance of the Securities. (a) Prior to the Closing (as defined below), the Company shall have authorized the sale and issuance to the Investors of 666,667 units (each a “Unit” and, collectively, the “Units”), consisting of (i) one (1) share of the Company’s common stock, par value $0.0001 per share (each a “Share” and, collectively, the “Shares”), and/or a prefunded warrant to purchase one (1) Share at an exercise price of $0.0001 per share in the form of Exhibit A (the “Prefunded Warrant”), (ii) one (1) five-year warrant to purchase a Share at an exercise price of $3.50 per share in the form of Exhibit B (a “$3.50 Warrant”), (iii) one (1) five-year warrant to purchase a Share at an exercise price of $4.00 per share in the form of Exhibit C (a “$4.00 Warrant”, and together with the Prefunded Warrants and the $3.50 Warrants, the “Warrants”), and (iv) the issuance of the Shares upon the exercise of the Warrants (collectively, the “Warrant Shares”). The Shares, the Warrants and the Warrant Shares are collectively referred to herein as the “Securities”.
(b) Subject to the terms and conditions of this Agreement, the Investors agree to purchase at the Closing, and the Company agrees to sell and issue to the Investors at the Closing the number of Units set forth on the signature page hereto at a purchase price of US$3.00 per Unit.
Sale and Issuance of the Securities. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the closing (the “Closing”), and the Company agrees to issue and sell to the Investor at the Closing, the Securities for an aggregate purchase price of $12,500,000 (the “Purchase Price”).
Sale and Issuance of the Securities. Subject to the terms and conditions of this Agreement, (i) BTFIC agrees to purchase from the Company, and the Company agrees to sell and issue to BTFIC, the Notes (which Notes, are in part, a restatement of indebtedness previously evidenced by other notes) being acquired at the Initial Closing and (ii) BTFIC agrees to purchase from Holdings and Holdings agrees to issue to Purchaser, the Warrants.
Sale and Issuance of the Securities. Subject to the terms and conditions on the basis of the representations, warranties and covenants hereinafter set forth of this Agreement, the Investor agrees to purchase, and the Company agrees to sell and issue to the Investor, the Securities at the Closing for an aggregate purchase price of $5,000,000 in cash.
Sale and Issuance of the Securities. Subject to the terms and conditions set forth in this Agreement, the Company will issue and sell to the Purchasers and the Purchasers will buy from the Company the Securities at a per share purchase price of $0.20.
Sale and Issuance of the Securities. The Company agrees to sell and the Investors agrees to purchase from the Company: (a) 145,700 shares of the Preferred Stock, and (b) two (2) Warrants, for an aggregate purchase price of $2,000,000 at the Closing (as hereinafter defined).
Sale and Issuance of the Securities. In reliance upon the representations, warranties and covenants set forth herein, and subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to Purchaser, and Purchaser shall purchase from the Company, such number of shares of Common Stock (the “Shares”) at a purchase price per share equal to $27.2507, or, in lieu thereof, the Pre-Funded Warrant entitling Purchaser to purchase shares of Common Stock, at a purchase price equal to $27.2497, as set forth on the Purchaser’s signature page. The shares of Common Stock issuable upon exercise of the Pre-Funded Warrant shall be referred to in this Agreement as the “Warrant Shares”. In the event of any stock dividend, stock split, combination of shares, recapitalization or other similar change in the capital structure of the Company after the date hereof and on or prior to the Closing that affects or relates to the Common Stock, the number of Shares to be issued to Purchaser pursuant to this Agreement and the number of Warrant Shares to be issued to Purchaser upon exercise of the Pre- Funded Warrant shall be adjusted proportionately.
Sale and Issuance of the Securities. 11 2.3 CLOSINGS..........................................................11
Sale and Issuance of the Securities. (a) Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the closing (the “Closing”), and the Company agrees to issue and sell to the Investor at the Closing, the Initial Securities for an aggregate purchase price of $4,100,000 (the “Purchase Price”).
(b) Subject to the terms and conditions of this Agreement and if all Additional Issuance Conditions are satisfied as of the applicable 2009 Notes Payment Date (as defined below), on each date on which principal and/or interest on the 2009 Notes is payable (a “2009 Notes Payment Date”) the Investor agrees to purchase Additional Units with a purchase price equal to the principal and/or interest payable with respect to the 2009 Notes on such 2009 Notes Payment Date; provided, however, that the aggregate purchase price of Additional Units issued pursuant to this Section 1.1(b) shall not exceed $3,500,000.