Authorization of Financing. The execution, delivery and performance of this Agreement, the issuance, delivery and payment of the Note, the issuance and delivery of the Guarantee, the issuance, sale and delivery of the Warrants and, upon the exercise of the Warrants, the issuance of the Warrant Shares and the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action by the Company and the Subsidiaries.
Authorization of Financing. The execution, delivery and performance of this Agreement, the other Credit Documents, the issuance, delivery and payment of the Senior Subordinated Note, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action by the Company.
Authorization of Financing. (a) Borrowers have authorized the issuance and delivery to the Purchasers in the manner provided herein of secured senior promissory notes substantially in the form of Exhibit 1.1(a) in the aggregate principal amount of $2,000,000 (the "Notes"), to be dated the date of issuance thereof and to mature no later than January 31, 2005 (the "Maturity Date"). Each Note shall bear interest, payable in cash, on the unpaid principal balances thereof from the date thereof until the principal thereof shall be paid in full at the rate of 8% per annum, based upon a 365-day year for actual days elapsed, payable monthly in arrears, and, from and after the occurrence of an Event of Default, and during the continuance thereof, all amounts owing under each Note shall bear interest at a rate 4 percentage points (that is, 400 basis points) higher than the rate otherwise applicable thereto, based upon a 365-day year for actual days elapsed. Each Note shall bear additional interest (the "Deferred Interest") on the unpaid balance thereof from the date thereof until the principal thereof shall be paid in full at the Deferred Interest Rate, which interest shall accrue monthly and shall be payable in cash on the date on which the entire principal balance of such Note and all interest thereunder is payable in full.
Authorization of Financing. The Company has authorized the issuance, sale and delivery of (a) 15,000 shares of its Series D Redeemable Preferred Stock, par value $.01 per share, with a stated value of $1,000 per share (the "Series D Preferred Stock"), which series has the rights, restrictions, privileges and preferences as set forth in the Certificate of Designations for the Series D Preferred Stock of the Company, substantially in the form of Exhibit B attached hereto, as amended by the Amendment to Restated Certificate of Incorporation substantially in the form of Exhibit A attached hereto (the "Certificate of Designations"), and (b) the detachable warrants to be issued in connection with each issuance of Series D Preferred Stock in accordance with Schedule 1 attached hereto (collectively, the "Warrants" and each individually, a "Warrant") to purchase a maximum aggregate of 36,186 shares of Class E Common Stock of the Company, at an exercise price of $.01 per share, evidenced by one or more warrant certificates (the "Warrant Certificates") to be substantially in the form of Exhibit C attached hereto.
Authorization of Financing. In order to provide funds for the purchase by the Company of the assets of the Family Bookstores division ("FBS") of The Zondervan Corporation, a Michigan corporation ("ZONDERVAN"), a wholly owned subsidiary of HarperCollins Publishers, Inc., a Delaware corporation ("HARPERCOLLINS"), pursuant to that certain Asset Purchase Agreement, dated as of October 28, 1994 (the "ASSET PURCHASE AGREEMENT"), among the Company, Zondervan and HarperCollins, the Company has authorized the issuance and delivery pursuant to this Agreement of:
Authorization of Financing. The execution, delivery, and ---------------------------- performance of this Agreement and the other Transaction Documents by Taylor Madison, Telzuit LLC, Telzuit Inc., and the Founders, as applicable, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action by Taylor Madison, Telzuit LLC, Telzuit Inc., and the Founders, as applicable.
Authorization of Financing. The execution, delivery and performance of this Agreement and the other Priority Notes Documents, the issuance, sale, delivery and payment of the Priority Notes, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action by the Company and each Subsidiary Guarantor.
Authorization of Financing. In order to provide funds for, among other things, the Acquisition, the Company has authorized the issuance, sale and delivery of (i) 500 shares of its Series C Redeemable Preferred Stock, par value $.01 per share, with a stated value of $10,000 per share (the "Series C Preferred Stock"), which series has ------------------------ the rights, restrictions, privileges and preferences as set forth in the Certificate of Designations for the Series C Preferred Stock of the Company, substantially in the form of Exhibit 1A attached hereto (the "Certificate of ---------- -------------- Designations"), and (ii) the warrants (together with any such Penalty Warrants ------------ (as hereinafter defined) that may be issued to the holders of the Series C Preferred Stock from time to time pursuant to Section 7.1 hereof, collectively, the "Warrants" and each individually, a "Warrant") to purchase a maximum -------- ------- aggregate, without giving effect to the issuance of any Penalty Warrants which may be issued from time to time, of 23.0%, subject to certain adjustments, of the outstanding shares of Common Stock of the Company, on a fully diluted basis, at an exercise price of $.01 per share, evidenced by one or more warrant certificates (the "Warrant Certificates") to be substantially in the form of -------------------- Exhibit 1B attached hereto. ----------
Authorization of Financing. The execution, delivery, and ---------------------------- performance of this Agreement and the other Transaction Documents by Telzuit LLC, Telzuit Inc., and the Founders, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action by Telzuit LLC, Telzuit Inc., and the Founders, as applicable.
Authorization of Financing. The execution, delivery, and ---------------------------- performance of this Agreement and the other Transaction Documents to which it is a party, the issuance and delivery of the Debentures and Warrants, and Conversion Shares, upon the exercise of the Warrants or conversion of the Debentures, as applicable, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action by Taylor Madison.
