Authorization of Convertible Notes. In the event that any Convertible Notes are issued on any Funding Date, the Convertible Notes to be issued pursuant to this Agreement on such Funding Date have been duly authorized and, when issued and delivered in accordance with this Agreement on such Funding Date, shall be duly executed and delivered by FoundryCo and shall constitute valid and binding obligations of FoundryCo, enforceable against FoundryCo in accordance with their terms, except as enforcement may be limited by general principles of equity whether applied in a court of law or a court of equity, and by applicable bankruptcy, insolvency and similar Laws affecting creditors’ rights and remedies generally. The Class A Preferred Shares issuable upon conversion of the Class A Convertible Notes shall be entitled to the rights and be subject to the restrictions described in the Memorandum and Articles of Association and will be duly authorized, validly issued, fully paid and non-assessable, free of all preemptive or similar rights, except as set forth in the Memorandum and Articles of Association and the Shareholders’ Agreement. The Class B Preferred Shares issuable upon conversion of the Class B Convertible Notes shall be entitled to the rights and be subject to the restrictions described in the Memorandum and Articles of Association and will be duly authorized, validly issued, fully paid and non-assessable, free of all preemptive or similar rights, except as set forth in the Memorandum and Articles of Association and the Shareholders’ Agreement.
Authorization of Convertible Notes. The Issuer has authorized the issuance and sale of the Convertible Notes in the aggregate principal amount of $80,000,000 (the “Aggregate Principal Amount”) to the Investors. The Convertible Notes shall be convertible into equity of the Issuer, upon the terms set forth in and subject to the provisions of, the form of Convertible Note attached hereto as Exhibit C.
Authorization of Convertible Notes. The Company has authorized the issuance and sale of an aggregate of $7,000,000 principal amount of its 0% Convertible Subordinated Notes due May 29, 2002 (the "Convertible Notes"). The Convertible Notes are convertible into shares of the Company's common stock ("Common Stock"), par value $.01 per share (such shares to be issued upon conversion of the Convertible Notes being hereinafter referred to herein as the "Shares"), at the Conversion Price defined in Article 24 of this Agreement. The Convertible Notes do not bear interest. The Convertible Notes are to be sold pursuant to this Agreement to the purchasers listed on Exhibit "A" to this Agreement (the "Purchasers"). The Form of Convertible Note is attached hereto as Exhibit "B".
Authorization of Convertible Notes. The Company has authorized the issuance and sale of an aggregate of up to $15,000,000 principal amount of its 4% Convertible Subordinated Notes due August 31, 2006 (the "Convertible Notes"). The Convertible Notes are convertible into shares of the Company's Common Stock, par value $.02 per share (such shares to be issued upon conversion of the Convertible Notes being hereinafter referred to herein as the "Shares"), at the Conversion Price defined in Article 24 of this Agreement. The Convertible Notes are to be sold pursuant to this Agreement to the purchasers listed on Exhibit "A" to this Agreement (the "Purchasers"). Interest on the Convertible Notes is payable semi- annually on the last day of December and June in each year, commencing on December 31, 2001 (which first interest payment shall be for the period from and including the Closing Date specified in Article 3 through December 31, 2001), at the interest rate specified in the form of Convertible Note attached hereto as Exhibit "B".
