Authorization of the Preferred Stock and Common Stock Sample Clauses

Authorization of the Preferred Stock and Common Stock. Section 1A of the Pre-Amendment No. 2 Purchase Agreement is hereby deleted in its entirety and replaced with the following:
Sample 1
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Authorization of the Preferred Stock and Common Stock. The Company shall authorize the issuance and sale to the Purchasers of an aggregate of 29,875.349 shares of Preferred Stock and an aggregate of 8,000,000 shares of Common Stock, each having the rights and preferences set forth in the Certificate of Incorporation (as defined below).
Sample 1
Authorization of the Preferred Stock and Common Stock. The Company shall authorize the issuance and sale to the LLC of 29,741.625 shares of the Company's 8.5% Cumulative Preferred Stock, par value $.01 per share (the "Preferred Stock"), having the rights and preferences set forth in the Certificate of Incorporation attached hereto as Exhibit A at a price per share of $1,000 for an aggregate purchase price of $29,741,625 and 49,359,250 shares of the Company's Common Stock, par value $.01 per share (the "Common Stock") for an aggregate purchase price of $3,304,625. Of the Common Stock to be purchased, 47,500,000 (post-stock split) shares were previously purchased pursuant to the Pre-Amendment No. 2 Purchase Agreement at an effective (post-stock split) price of $.05 per share, and the balance of 1,859,250 (post-stock split) shares (the "Remaining Common Shares") will be purchased at a price of $.50 per share. Notwithstanding Section 1D of this Agreement, the Remaining Common Shares will only be purchased after the original 21,375 shares of Preferred Stock under the Pre-Amendment No. 1 Purchase Agreement have been purchased.
Sample 1
Authorization of the Preferred Stock and Common Stock. The Company shall authorize the issuance and sale to the LLC of 31,805.250 shares of the Company's 8.5% Cumulative Preferred Stock, par value $.01 per share (the "Preferred Stock"), having the rights and preferences set forth in the Certificate of Incorporation attached hereto as Exhibit A at a price per share of $1,000 for an aggregate purchase price of $31,805,250 and 23,750,000 shares of the Company's Common Stock, par value $.01 per share (the "Common Stock") at a price per share of $.10 for an aggregate purchase price of $2,375,000.
Sample 1

Related to Authorization of the Preferred Stock and Common Stock

  • The Preferred Stock Notices Section 4.01. Dividends and Other Cash Distributions 2 Section 4.02. Distributions Other Than Cash 2 Section 4.03. Subscription Rights, Preferences or Privileges 2 Section 4.04. Notice of Distributions; Fixing of Record Date for Holders of Receipts 2 Section 4.05. Voting Rights 2 Section 4.06. Changes Affecting Preferred Stock and Reclassifications, Recapitalizations, etc 2 Section 4.07. Inspection of Reports 2 Section 4.08. Lists of Receipt Holders 2 Section 4.09. Tax and Regulatory Compliance 2 Section 4.10. Withholding 2

  • Changes in Common Stock or Preferred Stock If, and as often as, there is any change in the Common Stock or the Preferred Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock or the Preferred Stock as so changed.

  • Authorization of the Common Shares The Common Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

  • Authorization of the Common Stock The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Reservation of Preferred Stock The Preferred Stock issuable upon exercise of the Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Charter and Bylaws, as amended. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder.

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