Sale and Purchase of Additional Shares Clause Samples

Sale and Purchase of Additional Shares. The Company and the Selling Stockholders hereby also agree to sell to the Underwriters, and, upon the basis of the representations, warranties, and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Company and the Selling Stockholders up to [ ] Additional Shares at the purchase price per Share for the Firm Shares, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The option to purchase Additional Shares may be exercised in whole or in part from time to time only for the purpose of covering overallotments that may be made in connection with the offering and distribution of the Firm Shares upon notice by ThinkEquity Partners to the Company setting forth the number of Additional Shares as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Additional Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by ThinkEquity Partners, but shall not be later than seven full business days after the exercise of such option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Additional Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Additional Shares then being purchased that the number of Firm Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as ThinkEquity Partners in its discretion shall make to eliminate any sales or purchases of fractional shares.
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Sale and Purchase of Additional Shares. At the Second Closing (as defined below), and on the terms and subject to the conditions set forth in this Agreement, the Company shall issue, sell and deliver to the Investor, and the Investor hereby subscribes for and shall purchase and accept from the Company, the number of shares (the "Additional Shares") of Common Stock of the Company equal to the number obtained by dividing (A) $6,000,000 by (B) a number equal to the lesser of (i) the midpoint of the expected range of offering prices reflected on the Company's first filing with the Securities and Exchange Commission of a registration statement covering the sale of its Common Stock and (ii) the actual price to the public in such offering, and rounding the number obtained thereby to the nearest whole number. In addition, the Company shall issue an additional warrant to the Investor (the "Additional Warrant") at the Second Closing, in form and substance of Exhibit C hereto, to purchase up to that number of shares of Common Stock equal to 75% of the number of Additional Shares purchased by the Investor at the Second Closing with an exercise price per share equal to the purchase price per share paid by the Investor at the Second Closing to purchase the Additional Shares.
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Sale and Purchase of Additional Shares. At the Second Closing (as defined below), and on the terms and subject to the conditions set forth in this Agreement, the Company shall issue, sell and deliver to the Investor, and the Investor hereby subscribes for and agrees to purchase and accept from the Company, the number of shares (the "Additional Shares") of Common Stock of the Company equal to the number obtained by dividing (A) $15,000,000 by (B) a number equal to the lesser of (i) the midpoint of the expected range of offering prices reflected on the Company's first filing with the Securities and Exchange Commission of a registration statement covering the sale of its Common Stock and (ii) the actual price to the public in such offering, and rounding the number obtained thereby to the nearest whole number.
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Sale and Purchase of Additional Shares 
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Related to Sale and Purchase of Additional Shares

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Sale and Purchase of Stock 10 2.1. Sale and Purchase of Stock, Etc.......................................................10 2.2. Deposit...............................................................................10 2.3.

  • SALE AND PURCHASE OF THE SALE SHARES 2.1 Subject to and upon the terms and conditions of this Agreement, the Vendor shall sell as beneficial owner and the Purchaser shall purchase the Sale Shares with effect from Completion free from all Encumbrances together with all rights now or hereafter attaching thereto including but not limited to all dividends paid, declared or made in respect thereof on or after the date of Completion.

  • Delivery and Payment of Additional Shares Payment for the Additional Shares shall be made on the Option Closing Date by wire transfer in Federal (same day) funds, upon delivery to the Underwriters of certificates (in form and substance satisfactory to the Underwriters) representing the Additional Shares (or through the facilities of DTC) for the account of the Underwriters. The Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in writing at least two (2) full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver the Additional Shares except upon tender of payment by the Underwriters for applicable Additional Shares. The Option Closing Date may be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing Date, the term “Closing Date” shall refer to the time and date of delivery of the Firm Shares and Additional Shares.

  • Issuance of Additional Shares, ADSs etc The Company agrees that in the event it or any of its Affiliates proposes (i) an issuance, sale or distribution of additional Shares, (ii) an offering of rights to subscribe for Shares or other Deposited Securities, (iii) an issuance or assumption of securities convertible into or exchangeable for Shares, (iv) an issuance of rights to subscribe for securities convertible into or exchangeable for Shares, (v) an elective dividend of cash or Shares, (vi) a redemption of Deposited Securities, (vii) a meeting of holders of Deposited Securities, or solicitation of consents or proxies, relating to any reclassification of securities, merger or consolidation or transfer of assets, (viii) any assumption, reclassification, recapitalization, reorganization, merger, consolidation or sale of assets which affects the Deposited Securities, or (ix) a distribution of securities other than Shares, it will obtain U.S. legal advice and take all steps necessary to ensure that the application of the proposed transaction to Holders and Beneficial Owners does not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). In support of the foregoing, the Company will furnish to the Depositary (a) a written opinion of U.S. counsel (reasonably satisfactory to the Depositary) stating whether such transaction (1) requires a registration statement under the Securities Act to be in effect or (2) is exempt from the registration requirements of the Securities Act and (b) an opinion of English counsel stating that (1) making the transaction available to Holders and Beneficial Owners does not violate the laws or regulations of England and Wales and (2) all requisite regulatory consents and approvals have been obtained in England and Wales. If the filing of a registration statement is required, the Depositary shall not have any obligation to proceed with the transaction unless it shall have received evidence reasonably satisfactory to it that such registration statement has been declared effective. If, being advised by counsel, the Company determines that a transaction is required to be registered under the Securities Act, the Company will either (i) register such transaction to the extent necessary, (ii) alter the terms of the transaction to avoid the registration requirements of the Securities Act or (iii) direct the Depositary to take specific measures, in each case as contemplated in the Deposit Agreement, to prevent such transaction from violating the registration requirements of the Securities Act. The Company agrees with the Depositary that neither the Company nor any of its Affiliates will at any time (i) deposit any Shares or other Deposited Securities, either upon original issuance or upon a sale of Shares or other Deposited Securities previously issued and reacquired by the Company or by any such Affiliate, or (ii) issue additional Shares, rights to subscribe for such Shares, securities convertible into or exchangeable for Shares or rights to subscribe for such securities or distribute securities other than Shares, unless such transaction and the securities issuable in such transaction do not violate the registration provisions of the Securities Act, or any other applicable laws (including, without limitation, the Investment Company Act of 1940, as amended, the Exchange Act and the securities laws of the states of the U.S.). Notwithstanding anything else contained in the Deposit Agreement, nothing in the Deposit Agreement shall be deemed to obligate the Company to file any registration statement in respect of any proposed transaction.