Authorization of Stock. The Company will authorize the issue and sale of 100,000 shares (the "Shares", such term to include any such shares issued in substitution therefor pursuant to section 8) of its Series B Perpetual Convertible Preferred Stock, $.01 par value, to be designated as its "Series B Perpetual Convertible Preferred Stock" (the "Stock"). The relative rights, preferences and limitations of the Stock, including, without limitation, the right to convert Shares into shares of the Company's common stock, par value $.01 per share (the "Common Stock"), will be as set forth in the form of the Certificate of Designation of the Stock of the Company attached as Exhibit A hereto (the "Certificate of Designation"). Certain capitalized terms used in this Agreement are defined in Section 9; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement and references to a "section" are, unless otherwise specified, to one of the sections of this Agreement.
Authorization of Stock. The Stock to be issued and sold by the Company to the Underwriters hereunder has been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and will conform to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus; and the issuance of the Stock is not subject to any preemptive or similar rights.
Authorization of Stock. Prior to the issuance of any Conversion Shares, the Company, at its sole cost and expense, shall take all required corporate action, including effecting an appropriate amendment to its Certificate of Incorporation, to duly authorize the Conversion Shares, and ensure that the Conversion Shares are validly issued, fully paid and nonassessable.
Authorization of Stock. The Company will authorize the issue and sale of (i) 6,052,632 shares of MVS Securities (the "Definitive Shares"), (ii) up to 6,052,632 shares of MVS Securities to the extent the Equity Offering is not fully subscribed pursuant to Section 9.6 of the Plan (the "Offering Backstop Shares") and (iii) up to 5,111,111 shares of MVS Securities to the extent necessary to fully fund the Partial Cash-Out Election (up to a maximum of $50 million) pursuant to the Plan (the "Partial Cash-Out Shares" and together with the Definitive Shares and the Offering Backstop Shares, the "Shares"). The total number of Offering Backstop Shares and Partial Cash-Out Shares to be authorized by the Company shall be the total number of Offering Backstop Shares and Partial Cash-Out Shares, respectively, which the Purchasers are required to purchase, which shall be determined as provided in the Plan.
Authorization of Stock. The Company has, or prior to Closing (as defined in Section 1.2 below) will have, authorized the sale and issuance of *** shares of its common stock (the "Stock" or the "Shares")
Authorization of Stock. The Company will authorize the issuance and sale to the Purchaser of 485 shares of the Company's Class A Common Stock, par value $.01 per share (the "Class A Common Stock") at a purchase price of $1000.00 per share, and 1,500 shares of the Company's Class B Common Stock, par value $.01 per share (the "Class B Common Stock") at a purchase price of $10.00 per share, each having the rights described in the Company's Certificate of Incorporation (as amended, the "Certificate of Incorporation"). The shares of Class A Common Stock and Class B Common Stock which are purchased by the Purchaser hereunder are collectively referred to herein as the "Shares."
Authorization of Stock. The Company has authorized the issuance and sale to Subscriber of 1,000,000 shares of Common Stock having the rights set forth in the Company's Certificate of Incorporation, as the same may be amended from time to time.
Authorization of Stock. The Company will authorize the issue and sale of 500,000 shares of its Series B Perpetual Convertible Preferred Stock, $.01 par value, to be designated as its "Series B Perpetual Convertible Preferred Stock" (the "Stock"), of which 450,000 shares are designated as Class B-1 Convertible Preferred Stock (the "B-1 Preferred Stock") and 50,000 shares are designated as Class B-2 Convertible Preferred Stock (the "B-2 Preferred Stock"). The relative rights, preferences and limitations of the Stock, including, without limitation, the right to convert Shares into shares of the Company's common stock, par value $.01 per share (the "Common Stock"), will be as set forth in the form of the Certificate of Designation of the Stock of the Company attached as Exhibit A hereto (the "Certificate of Designation"). Certain capitalized terms used in this Agreement are defined in Section 9; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement and references to a "section" are, unless otherwise specified, to one of the sections of this Agreement.
Authorization of Stock. The Company has authorized the issuance and sale to the Purchaser of (i) 2,160 shares of its Preferred Stock, $1,000 par value per share (the "PREFERRED"), and (ii) 24,000 shares of its Common Stock, $.01 par value per share (the "COMMON"). The Preferred and the Common are collectively referred to herein as the "STOCK."
Authorization of Stock. The Company will authorize the issuance and sale of 200,000 shares (the "Shares," including any such shares issued in substitution therefor pursuant to Section 8) of its Series A Convertible Preferred Stock, $.001 par value, to be designated as its "Series A Convertible Preferred Stock" (the "Stock"). The relative rights, preferences and limitations of the Stock, including, without limitation, the right to convert Shares into shares of the Company's common stock, par value $.025 per share (the "Common Stock"), will be as set forth in the form of the Articles of Amendment of the Articles of Incorporation of the Company attached as EXHIBIT A hereto, as modified to provide provisions concerning adjustment of the conversion price substantially equivalent to those contained in the Warrants with respect to the exercise price thereof or to include such other terms selected by the Purchaser contained in any preferred stock acquired after the date hereof by The Crown Group, Inc. or any other third party (the "Articles of Amendment"). Certain capitalized terms used in this Agreement are defined in Section 9; references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement and references to a "Section" are, unless otherwise specified, to one of the Sections of this Agreement.
