Authorization and Sale of Securities. 2 2.1. Authorization...................................................2 2.2. Sale of Common Stock and Warrant................................2
Authorization and Sale of Securities. The Company is proposing to sell up to $200 million aggregate principal amount of the Securities. The Company reserves the right to increase or decrease this amount.
Authorization and Sale of Securities. Upon the terms and subject to the conditions of this Agreement, on the Closing Date the Company shall issue, sell and deliver to the Investor (which it may do through a registered broker-dealer that is an affiliate of the Company), and the Investor shall purchase from the Company (i) 117,000,000 shares of Common Stock at a purchase price of $25.25 per share, and (ii) 6,045,750 shares of Preferred Stock at a purchase price of $1,000.00 per share, in each case free and clear of all liens, encumbrances, equities or claims for an aggregate purchase price of nine billion dollars ($9,000,000,000.00) in cash (the “Purchase Price”) to be paid in full to the Company.
Authorization and Sale of Securities. The Company is proposing to sell Common Stock, in the aggregate amount of $165,000.00 to the Investor.
Authorization and Sale of Securities. 5 1.1 Authorization and Sale of Notes and Warrants 5 1.2 Use of Proceeds 6 1.3 Tax Status of Purchasers 6 1.4 Definitions 6 ARTICLE 2 SECURITY INTEREST 16 ARTICLE 3 CLOSING CONDITIONS 17 3.1 Closings 17 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF KIOR 19 4.1 Corporate Status 19 4.2 Collateral 19 4.3 Consents 20 4.4 Material Adverse Effect 20 4.5 Reserved 20 4.6 Laws 20 4.7 Information Correct and Current 20 4.8 Tax Matters 20 4.9 Intellectual Property Claims 21 4.10 Intellectual Property 21 4.11 Company Products 21 4.12 [Reserved] 21 4.13 Employee Loans 21 4.14 [Reserved] 22 4.15 Commercial Tort Claims 22 4.16 Enforceability 22 4.17 Not a Regulated Entity 22 4.18 Margin Stock 22 4.19 Filings 22 4.20 Contracts 23 4.21 USRPHC 23 4.22 Kior Columbus, LLC 23 4.23 Litigation 23 4.24 [Reserved] 23 4.25 Board Vote 23 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS 23 ARTICLE 6 COVENANTS 25 6.1 Financial Reports; Notices 25 6.2 Inspection Rights 25 6.3 Further Assurances 25 6.4 Negative Covenants 27 6.5 Collateral 27 6.6 Taxes 27 6.7 Deposit Accounts 28 6.8 Subsidiaries 28 6.9 Certain After-Acquired Collateral; Insurance 28 6.10 Compliance with Laws 29 6.11 Register 29 6.12 Kior Columbus, LLC 29 6.13 Amendment to Existing Loan 29 ARTICLE 7 RESTRICTIONS ON TRANSFERABILITY OF SECURITIES 30 7.1 Restrictions on Transferability 30 ARTICLE 8 EVENTS OF DEFAULT 30 8.1 Payments 30 8.2 Covenants 30 8.3 Other Transaction Documents 31 8.4 Representations 31 8.5 Insolvency 31 8.6 Attachments; Judgments 31 8.7 Other Obligations 31 8.8 Invalidity 31 ARTICLE 9 REMEDIES 32 9.1 General 32 9.2 Collection; Foreclosure 32 9.3 No Waiver 33 9.4 Cumulative Remedies 33 9.5 License 33 9.6 Power of Attorney 33 ARTICLE 10 MISCELLANEOUS 34 10.1 Survival of Representations, Warranties and Agreements 34 10.2 Notices 34 10.3 Entire Agreement; Amendments 34 10.4 No Strict Construction 35 10.5 No Waiver 35 10.6 Severability 35 10.7 Governing Law 35 10.8 Counterparts 35 10.9 [Reserved] 35
Authorization and Sale of Securities. Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Securities.
Authorization and Sale of Securities. 26 2.1 Authorization 26 2.2 Sale of the Securities to the Purchaser 26 ARTICLE III Closing; Delivery. 27
Authorization and Sale of Securities. The Company is proposing to sell $1,560,000 aggregate principal amount of the Securities to the Investors.
Authorization and Sale of Securities. The Company has authorized the sale of up 1,149,374 Shares and Warrants to purchase 574,687 shares of Common Stock. The Company reserves the right to increase or decrease this number.
Authorization and Sale of Securities. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Company shall issue, sell and deliver to the Investor, and the Investor shall purchase from the Company, 250,000 shares of Series B Preferred Stock, free and clear of all liens, encumbrances, mortgages, pledges, charges, or security interests, for an aggregate purchase price of two hundred and fifty million dollars ($250,000,000) in cash (the “Aggregate Purchase Price”) to be paid in full to the Company.
