Authorization; Closing Sample Clauses
Authorization; Closing. As of the consummation of the transactions substituting Restricted Shares (as defined below) for the Warrant (the "SUBSTITUTION CLOSING"), Parent will have authorized the issuance to UHC of 4,229,682 shares of restricted Common Stock (the "TRANCHE A SHARES") and 1,409,895 shares of restricted Common Stock (the "TRANCHE B SHARES", and collectively with the Tranche A Shares, the "RESTRICTED SHARES"). The Substitution Closing will take place at the offices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California, on January 25, 2001, or such other time and date as mutually agreed upon by the parties.
Authorization; Closing. As of the consummation of transactions substituting the Restricted Shares for the Warrant (the "SUBSTITUTION CLOSING"), Parent will have authorized the issuance of 23,133,764 shares of restricted Common Stock (the "TRANCHE A SHARES") and 7,711,256 shares of restricted Common Stock (the "TRANCHE B SHARES", and collectively with the Tranche A Shares, the "RESTRICTED SHARES"). The Substitution Closing will take place at the offices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California, at a time and date to be specified by the parties.
Authorization; Closing. Issuer has, on or prior to the date of this Agreement, caused the Certificate of Determination setting forth the rights, preferences and privileges of the Series F Convertible Preferred Stock ("Series F Preferred"), in the form attached as Exhibit B (the "Certificate"), to be filed with the California Secretary of State. Subject to and upon the terms and conditions of this Agreement, at the Closing, Issuer shall sell to Note Sellers 1,609.447 shares of Series F Preferred (the "Shares"). At the Closing, Issuer shall deliver to Note Sellers the Shares by delivery to Note Sellers of stock certificate(s) representing the Shares and Sellers shall deliver the Notes endorsed in blank. The consummation of the purchase and sale of the Notes (the "Closing") shall take place at the Note Sellers' offices located at 1800 Avenue of the Stars, Second Floor, Los Angeles, Cal▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇▇ other date or at such other time as the parties may mutually agree. At the Closing, (i) Note Sellers shall deliver the Notes and (ii) Issuer shall deliver the stock certificate(s) representing the Shares.
Authorization; Closing. Issuer has, prior to the date of this Agreement, caused the Certificate of Determination setting forth the rights, preferences and privileges of the Series G Convertible Preferred Stock ("Series G Preferred"), in the form attached as Exhibit A (the "Certificate"), to be filed with the California Secretary of State. Subject to and upon the terms and conditions of this Agreement, at the Closing, Issuer shall sell to Purchasers 2,200 shares of Series G Preferred (the "Shares"). At the Closing, Issuer shall deliver to Purchaser the Shares by delivery to Purchaser of stock certificate(s) representing the Shares. The consummation of the purchase and sale of the Series G Preferred (the "Closing") shall take place at the Purchaser's offices located at 1800 Avenue of the Stars, Second Floor, Los Angeles, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇, ▇▇ such other date or at such other time as the parties may mutually agree. At the Closing, (i) Purchasers shall deliver $5.5 million and (ii) Issuer shall deliver the stock certificate(s) representing the Shares.
Authorization; Closing. 2.1 Buyer has, prior to the date of this Agreement, caused the Certificate of Determination of Preferences of Series F Convertible Preferred Stock ("Series F Preferred"), in the form attached as Exhibit A (the "Certificate"), to be filed with the California Secretary of State. Subject to and upon the terms and conditions of this Agreement, at the Closing, Buyer shall pay to Seller as the aggregate purchase price for the LLC 190.553 shares of Series F Preferred (the