Authorization of Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company has authorized (a) the sale and issuance of thirty million and two hundred thousand dollars ($30,200,000.00) aggregate principal amount of notes (the “Notes”) substantially in the form attached hereto as Exhibit l-A, (b) the issuance (subject to obtaining necessary shareholder approval and the taking of other necessary corporate actions specified herein) of shares (the “Preferred Shares”) of a newly created series of its Preferred Stock of the Company having rights, preferences and privileges as set forth in the form of Certificate of Designation of Preferences of Series G Preferred Stock (the “Certificate of Designation”) attached hereto as Exhibit 1-B to be issued upon a Conversion Event (as defined below), (c) the issuance of shares of Common Stock of the Company (the “Common Stock”) to be issued upon conversion of the Preferred Shares (the “Conversion Shares”), (d) the issuance (subject to obtaining necessary shareholder approval and the taking of other necessary corporate actions specified herein) of warrants to purchase shares of Common Stock (the “Warrants”) in the form attached hereto as Exhibit l-C to be issued upon a Conversion Event, and (e) the issuance of shares of Common Stock to be issued upon exercise of the Warrants (the “Warrant Shares” and, together with the Conversion Shares, the “Shares”). The Notes, the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares shall be referred to herein as the “Securities.” As used herein, the term “
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Samples: Note Purchase Agreement (TCV Vii Lp), Note Purchase Agreement (Xata Corp /Mn/)
Authorization of Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company has authorized (a) the sale and issuance of thirty million and two hundred thousand dollars ($30,200,000.00) aggregate principal amount of notes (the “Notes”) substantially in the form attached hereto as Exhibit l-A, (b) the issuance and sale of (subject to obtaining necessary shareholder approval and the taking of other necessary corporate actions specified hereini) that number of shares (the “Preferred Shares”) of a newly created series of its Series A Convertible Preferred Stock of the Company having rightsStock, preferences and privileges as set forth in the form of Certificate of Designation of Preferences of Series G Preferred Stock par value $0.001 per share (the “Certificate of DesignationConvertible Preferred Stock”) attached hereto as Exhibit 1-B to be issued upon a Conversion Event (as defined below), of the Company, which is equal to (cx) $700,004.04 divided by (y) U.S.$7.88, the issuance closing sale price of shares of Common Stock the common stock, par value $0.001 per share, of the Company (the “Common Stock”) to be issued upon conversion ), on The Nasdaq Capital Market as of the Preferred date hereof (the “Purchase Price Per Share”), which Shares shall convert into shares (the “Conversion Shares”)) of Common Stock, (da) at the holder’s option, at any time after the issuance of such Shares, initially (subject to obtaining necessary shareholder approval adjustment) at a conversion ratio of 1:1, and (b) automatically, at an initial (subject to adjustment) conversion ratio of 1:1, on the taking date on or prior to December 31, 2007 that the eToys Merger (as defined below) is effective, all as more fully described in the Certificate of other necessary corporate actions specified hereinDesignation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, Par Value $0.001 per Share, of BabyUniverse, Inc. attached hereto at Exhibit A (the “Certificate of Designation”); and (ii) that number of warrants to purchase shares of Common Stock (the “Warrants”) in the form attached hereto as Exhibit l-C to be issued upon a Conversion Event, and (e) the issuance of shares of Common Stock to be issued upon exercise of the Warrants (the “Warrant Shares” and, together with the Conversion Shares, the “Securities”), each representing the right to purchase one share of Common Stock (collectively, the “Warrant Shares”) at an initial exercise price per share (subject to adjustment) equal to the Purchase Price Per Share, which is equal to 25% of such aggregate number of Shares. The Company reserves the right to increase the number of Shares and the number of Warrants sold in this private placement prior to the Closing Date (as defined below) for the purpose of including therein the Other Purchasers (as defined below). The Notes“eToys Merger” means the merger of the Company with eToys Direct, Inc., as discussed in the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares shall be referred to herein Memorandum (as the “Securitiesdefined below).” As used herein, the term “
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Authorization of Sale of the Securities. Subject to the terms and conditions of this Agreement, the Company has authorized authorized, subject to the Company obtaining Stockholder Approval (a) as defined herein), the issuance and sale to the Purchaser pursuant to this Agreement, in two tranches, an Initial Closing and issuance a Second Closing (as such terms are defined in Sections 3.2 and 3.3, respectively), of thirty million and two hundred thousand dollars (shares of Common Stock, par value $30,200,000.00) aggregate principal amount of notes 0.10 per share (the “NotesCommon Stock”) substantially in ), of the form attached hereto as Exhibit l-ACompany, (b) the issuance (subject to obtaining necessary shareholder approval and the taking of other necessary corporate actions specified herein) of shares warrants (the “Preferred SharesWarrants”) of a newly created series of its Preferred Stock of the Company having rights, preferences and privileges as set forth in the form of Certificate of Designation of Preferences of Series G Preferred Stock (the “Certificate of Designation”) attached hereto as Exhibit 1-B to be issued upon a Conversion Event (as defined below), (c) the issuance of purchase shares of Common Stock of the Company Company. The shares of Common Stock and Warrants (including the “underlying shares of Common Stock”) to be issued upon conversion and sold by the Company to the Purchaser pursuant to this Agreement at the Initial Closing are referred to herein as the “Initial Securities” and shall in no event exceed an amount equal to 19.9% of the Preferred Shares Company’s issued and outstanding Common Stock as of the Initial Closing. The shares of Common Stock and Warrants (including the underlying shares of Common Stock) to be issued and sold to the Purchaser pursuant to this Agreement at the Second Closing are referred to herein as the “Additional Securities”. The Initial Securities and the Additional Securities, together with those additional shares of Common Stock issued to the Purchaser pursuant to Section 8 hereof (the “Conversion Anti-Dilution Shares”), (d) the issuance (subject to obtaining necessary shareholder approval and the taking of other necessary corporate actions specified herein) of warrants to purchase shares of Common Stock (the “Warrants”) in the form attached hereto as Exhibit l-C to be issued upon a Conversion Event, and (e) the issuance of shares of Common Stock to be issued upon exercise of the Warrants (the “Warrant Shares” and, together with the Conversion Shares, the “Shares”). The Notes, the Preferred Shares, the Conversion Shares, the Warrants and the Warrant Shares shall be are referred to herein as the “Securities”. One share of Common Stock and the accompanying one Warrant shall also be referred to as a “Unit”.” As used herein, the term “
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