Common Stock Financing Clause Samples

Common Stock Financing. The Common Stock Purchase Agreement has been duly authorized, executed and delivered by the Purchaser and the Common Stock Investor and constitutes the valid and binding obligation of the Purchaser, enforceable against the Purchaser, and, to the Knowledge of the Purchaser, the other parties thereto, in accordance with its terms, subject to the Enforceability Exceptions. Neither the execution nor delivery by the Purchaser, nor, to the Knowledge of the Purchaser, any other party, to the Common Stock Purchase Agreement, nor the performance by the Purchaser, nor, to the Knowledge of the Purchaser, any other party, of its respective obligations under the Common Stock Purchase Agreement violates any Laws. A true, correct and complete original or signed copy of the Common Stock Purchase Agreement has been delivered to the Company on or prior to the date hereof. There are no other agreements, side letters, or arrangements between the Purchaser and the Common Stock Investor relating to the Common Stock Purchase Agreement that could affect the obligation of the Common Stock Investor to contribute to the Purchaser the applicable portion of the Common Stock Financing set forth in the Common Stock Purchase Agreement, and, as of the date hereof, the Purchaser does not know of any facts or circumstances that may reasonably be expected to result in any of the conditions set forth in the Common Stock Purchase Agreement not being satisfied, or the Common Stock Financing not being available to the Purchaser, in accordance with terms of the Common Stock Purchase Agreement. To the Knowledge of the Purchaser, no event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of the Purchaser under any material term or condition of the Common Stock Purchase Agreement and, as of the date hereof, the Purchaser has no reason to believe that it will be unable to satisfy in all material respects on a timely basis any term or condition of closing to be satisfied by it contained in the Common Stock Purchase Agreement. Except as set forth in the Common Stock Purchase Agreement, no fees, consideration or other discounts are payable or have been agreed by the Purchaser or any of its Subsidiaries (including, from and after the Closing, the Company and its Subsidiaries) in respect of the Common Stock Financing.

Common Stock Financing. Upon the closing (the "CLOSING") of the sale of Common Stock by the Company to SOFTBANK Holdings, Inc. and SOFTBANK Technology Partners IV L.P. pursuant to the Purchase Agreement between the Company and such purchasers of even date herewith (the "COMMON STOCK FINANCING"), all principal and accrued interest due on this Note shall automatically convert into a number of shares of Common Stock (the "CONVERSION NUMBER") determined by dividing all of the unpaid principal and interest due on this Note as of the Closing by $0.60 (subject to appropriate adjustment in the event of stock splits, stock dividends, recapitalizations and similar events). The cancellation of this Note in connection with such conversion shall be deemed to be payment in full of the purchase price of a number of shares equal to the Conversion Number purchased by SOFTBANK Holdings pursuant to the Purchase Agreement.

Common Stock Financing. Upon the First Closing, as defined in the Purchase Agreement between the Company and SOFTBANK of even date herewith (the "Purchase Agreement"), all principal and accrued interest due on this Convertible Subordinated Note shall automatically convert into a number of shares of Common Stock (the "CONVERSION NUMBER") determined by dividing all of the unpaid principal and accrued but unpaid interest on this Convertible Subordinated Note as of the First Closing Date (as defined in the Purchase Agreement) by $13.00, subject to appropriate adjustment in the event of stock splits, stock dividends, recapitalization and similar events (as so adjusted, the "CONVERSION PRICE"). The cancellation of this Convertible Subordinated Note in connection with such conversion shall be deemed to be payment in full of the purchase price of a number of shares equal to the Conversion Number purchased pursuant to the Purchase Agreement.