Issuance and Sale of Common Stock. Subject to the terms hereof, at the closing as provided for hereunder, the Company will issue and sell to the Purchaser and the Purchaser will buy from the Company the number of shares of the Company's Common Stock indicated on the signature page below (the "Shares"), at a purchase price of $.25 per share.
Issuance and Sale of Common Stock. For purposes of determining the --------------------------------- adjusted Exercise Price pursuant to Sections 4.3 above the following events shall be deemed to be an issuance and sale of Common Stock by the Corporation:
Issuance and Sale of Common Stock. Subject to the terms and conditions hereof, each Investor agrees, severally but not jointly, to purchase, and the Company agrees to issue and sell to each such Investor, at each Closing (as such term is hereinafter defined), the respective number of shares of Common Stock specified opposite the name of such Investor for such Closing on the Schedule of Investors attached hereto at a purchase price of $0.85 per share.
Issuance and Sale of Common Stock. Upon the terms and subject to the conditions set forth in this Agreement, the Purchaser agrees to purchase shares of Common Stock representing 9.9% of the issued and outstanding shares of Common Stock determined as of the Closing Date and giving effect to the issuance of any other shares of Common Stock to occur on the Closing Date including, without limitation, the conversion or exchange of all of the outstanding shares of Series C Preferred (as defined herein) as contemplated by Section 4.1.5 (the "Shares"). The parties contemplate that the Shares shall represent 7,822,422 shares of Common Stock. The purchase price for the Shares will be $2.19 per share in cash.
Issuance and Sale of Common Stock. Section 2.1 Issuance and Sale of Common Stock.....................12 Section 2.2 Closing...............................................12
Issuance and Sale of Common Stock. Section 2.1 Issuance and Sale of Common Stock. Upon the terms and subject to the conditions set forth in this Agreement, and in reliance upon the representations and warranties set forth herein, at the Closing, the Company will issue, sell and deliver to the Investor, and the Investor will purchase from the Company, 6,490,734 shares of voting Common Stock, for an aggregate purchase price of $100,000,000 (the "Purchase Price").
Issuance and Sale of Common Stock. 1.1. The Company agrees to issue and sell the Shares to the Purchaser and the Purchaser agrees to purchase the Shares from the Company, at the Closing, for the Purchase Price of U.S.$2,000,000.
1.2. At the Closing, the Company agrees to issue and deliver to the Purchaser a certificate for the Shares, registered in the Purchaser's name, free and clear of any claims, and containing a legend complying with the requirements of SEC Rule 903(b)(3)(iii)(B)(3) and the Purchaser agrees to deliver the Purchase Price to the Company. RIDER A
1.3. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at a mutually agreed upon time, date and place.
Issuance and Sale of Common Stock. Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing and the Company agrees to issue and sell to the Purchaser at the Closing the number of shares of common stock, $.01 par value per share, of the Company (the “Common Stock”) equal to $12,000,000 (the “Gross Proceeds”) divided by the Purchase Price Per Share (as defined below), subject to adjustment pursuant to Section 6.2(c) hereof and the post-Closing adjustment pursuant to Section 1.3 hereof. The shares of Common Stock issued to the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the “Shares.”
Issuance and Sale of Common Stock. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing (as defined below) and the Company agrees to issue and sell to the Investor at the Closing two million three hundred sixty three thousand six hundred thirty six (2,363,636) shares of the Company’s Common Stock (as defined below), which represent an equal number of preferred stock purchase rights pursuant to the Rights Agreement, dated as of July 30, 1999 (the “Rights Agreement”), between the Company and the Xxxxxx Trust and Savings Bank (collectively, the “Shares”), for a purchase price (the “Purchase Price”) equal to (i) thirteen million dollars ($13,000,000) less (ii) any and all amounts (including, without limitation, principal and interest) payable to Zions under the Promissory Note as of the date of the Closing. Upon the consummation of the Closing, the Promissory Note shall be deemed to have been paid in full by the Company and shall automatically be discharged. Immediately following the consummation of the Closing, the Investor shall xxxx the Promissory Note as cancelled and return the Promissory Note to the Company.”
Issuance and Sale of Common Stock. (a) At the closing of the transactions contemplated hereby (the "Closing"), (i) the Company will issue and sell to the Investor 906,679 shares of Common Stock, subject to a reduction by the number of shares of Common Stock the Investor purchases on the open market prior to the Closing and 906,679 Warrants and will deliver to the Investor the certificate(s) for such Common Stock and the Warrant Certificate and (ii) the Investor will purchase such shares and Warrants from the Company for an aggregate consideration consisting of $21,896,297.85 (less $24.15 times the number of shares of Common Stock purchased on the open market) (the "Purchase Price"), and will pay at the Closing the Purchase Price by wire transfer to the Company into the account designated by the Company no later than seven business days prior to the Closing Date (as hereinafter defined).
(b) Subject to Section 6 hereof, the Closing will occur at the Company's executive offices at 10:00 a.m. on the later of thirty days from the execution of this Agreement or five business days after satisfaction of the Antitrust Authorization Condition (the "Closing Date"). As used herein, the term "Antitrust Authorization Condition" shall mean that the waiting period applicable under the HSR Act to the issuance to the Investor of shares of Common Stock and the exercise of the Warrants shall have expired or early termination shall have been granted with respect thereto.
