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. (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.
(b) Borrower has authorized the issuance and delivery to Purchasers of Borrower's Common Stock warrants (the "Warrants") for the purchase of an aggregate of 8,908,030 shares of Borrower's Common Stock, par value $.01 per share, such Warrants to have an exercise price of $0.16 per share. The Warrants shall be substantially in the form of Exhibit 1.1(b). The Warrants shall be issued to Purchasers on the Closing Date.
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, 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. The Company has authorized the issuance, sale and delivery of (a) 7,500 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 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 8,924 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 B 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:
(a) its senior subordinated notes, substantially in the form of EXHIBIT L(A) hereto (herein, together with any such notes which may be issued pursuant to any provision of this Agreement and any such notes which may be issued hereunder in substitution or exchange therefor, collectively called the "NOTES" and individually called a "NOTE"), in the aggregate principal amount of $5,000,000 to be dated the date of issue thereof (the "ISSUE DATE"), to mature May 17, 2003, or if such day is not a Business Day, the next succeeding Business Day, to bear interest on the unpaid balance thereof, from the Issue Date until the principal thereof shall become due and payable, at the rate of 8.00% per annum through the second anniversary of the Issue Date, increasing to 11.00% through the fourth anniversary of the Issue Date and to 14.00% thereafter, and on overdue principal, premium and interest at the rate specified therein; and
(b) warrants, substantially in the form of EXHIBIT 1(B) hereto (herein, together with any such warrants which may be issued pursuant to any provision of this Agreement or any provision contained in the warrants and any such warrants which may be issued in addition to or in substitution or exchange therefor, the "WARRANTS"), to purchase for a price of $.01 per share that number of shares of common stock, par value $1.00 per share (the "COMMON STOCK"), of the Company as shall be initially equal, on an aggregate basis, to 18% of the issued and outstanding Common Stock of the Company on a Fully Diluted basis (subject to increase in the event of default in timely payment of the Notes and if no Triggering Event has occurred as specified in Section 14A of this Agreement, and as specified in the Warrants). The Notes and the Warrants, and any security of the Company issued to the Purchasers in addition to or in substitution or exchange therefor, are referred to herein as the "SECURITIES".
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.
Authorization of Financing. Subject to the terms and conditions of this Order, the following actions by the Debtors are authorized and/or ratified: (a) execution of the DIP Loan Documents; (b) the borrowing and receipt of one or more Advances under the DIP Facility to be used in accordance with the DIP Budget; and (c) satisfaction of all conditions precedent and performance of all obligations under this Order, the DIP Loan Documents and the DIP Budget. Notwithstanding anything to the contrary in this Order, in no event shall the DIP Lender be obligated to make any Advances under the DIP Loan Documents if at the time of a requested Advance an Event of Default or a default by the Debtors under the DIP Facility Orders exists, or if such Advance is for items or expenditures not included in or exceeding the permitted variance under the DIP Budget. Funds advanced under the DIP Facility Orders shall supplement the Debtors’ use of cash collateral and solely be used to pay payroll and related expenses, make critical vendor payments, fund working capital requirements and fund deposits to utilities, and to pay in full all obligations due to PacWest on account of any pre-petition loans and other extensions of credit under the PacWest Agreement to the extent necessary to avoid immediate and irreparable harm to the Debtors, which, for purposes hereof, shall mean proceeds used to pay one or more items identified on the DIP Budget. The DIP Lender shall not have any obligation or responsibility to monitor the Debtors’ use of proceeds of the DIP Facility and may, but is not required to, rely on the Debtors’ representations that the amount of any Advances requested by the Debtors, and the use thereof, are in accordance with the requirements of this Order and the DIP Loan Documents.
