Issuance and Sale of Stock. Issue or sell any shares of its capital stock except (a) to qualify directors of Subsidiaries where required by applicable law or to satisfy other requirements of applicable law with respect to the ownership of capital stock of Foreign Subsidiaries, (b) sales of preferred stock of ASI with an aggregate liquidation preference not to exceed $100,000, (c) issuances and sales of capital stock by Subsidiaries other than Designated Subsidiaries the Net Cash Proceeds of which are invested in the businesses of such Subsidiaries, (d) issuances and sales of capital stock by Designated Subsidiaries to ASI or other Designated Subsidiaries permitted by Section 6.05(d) and (f), (e) issuances and sales of capital stock by any Designated Subsidiary which is a Non-Material Subsidiary, provided that the Net Cash Proceeds of such issuance and sale are invested in the business of such Designated Subsidiary and (f) issuances and sales of capital stock and options, warrants or rights to acquire stock by Subsidiaries to employees, officers and directors of such Subsidiaries.
Issuance and Sale of Stock. Pursuant to this Agreement, the Company is selling an aggregate of up to 11,579,592 shares of Common Stock. At the Closing, the Company shall issue and sell, and each Investor shall purchase, the number of shares of Common Stock indicated opposite such Investor’s name on Exhibit B (collectively, the “Purchased Shares”), together with the related Rights, all on the terms set forth herein and free and clear of any Liens. At the Closing, each Investor shall pay the Company, as consideration for the Purchased Shares issued to such Investor, the purchase price indicated opposite such Investor’s name on Exhibit B (such Investor’s “Purchase Price”), representing a per share purchase price of $1.70 (the “Share Price”). At the option of the Fund Investors, funds paid at the Closing in satisfaction of such Fund Investor’s Purchase Price may be adjusted for unpaid Reimbursable Expenses in accordance with Section 7.2.
Issuance and Sale of Stock. A. Subject to the terms hereof, and in addition to the 100,000 shares to be issued pursuant to subsection B., the Company will issue up to 400,000 shares of Common Stock (the "Shares") to CDB. The Company will promptly deliver to CDB or its designated agent a certificate representing 200,000 of the Shares. It is intended by the parties hereto that following the registration thereof CDB may sell the Shares in the public market in order to obtain Net Proceeds (as defined below) to be applied towards the Amount Due. If, following the sale by CDB of these 200,000 Shares, the Amount Due has not been fully paid, then the Company shall, from time to time at the request of CDB, expeditiously issue to CDB up to 200,000 additional Shares in an amount to be agreed upon between CDB and the Company. For purposes hereof, "Net Proceeds" shall be defined as the actual proceeds from the sale of any Shares in the public market, less any brokerage commissions incurred by CDB. Upon the receipt in full of the Amount Due from any source whatsoever, CDB shall return to the Company for cancellation any Shares previously issued to it under this Agreement and which have not been sold pursuant to this Agreement.
B. In addition to the 400,000 shares referred to above, the Company will issue to CDB 100,000 shares of Common Stock (also known herein as the "Shares") as an inducement for the loan in the principal amount of $218,500 made on April 27, 2001 by CDB to the Company. These shares shall replace the 35,000 shares referred to in the Note relating to the loan. The Company will promptly deliver to CDB or its designated agent a certificate representing these 100,000 Shares.
C. For the purposes hereof, the term "Shares" shall include and refer to all of the 500,000 shares of Common Stock referred to above.
Issuance and Sale of Stock. Except (a) to qualify directors where required by applicable law and (b) to the extent permitted pursuant to Sections 7.7 and 7.8 hereof, sell, transfer or otherwise dispose of, any shares of capital stock of Borrower or any Subsidiary or permit any of its Subsidiaries to issue, sell or otherwise dispose of, any shares of capital stock of any Subsidiary.
Issuance and Sale of Stock. Issue or sell any of its stock without the prior written consent of the Majority Lenders, except, in the case of the Borrower, (a) Borrower Common Stock or (b) preferred stock having an aggregate face amount not in excess of $500,000,000.
Issuance and Sale of Stock. On the Effective Date (as defined below), the Company shall issue 103,066 shares of Common Stock (the "Initial Shares") to Holtx xxx Holtx xxxll acquire the Initial Shares from the Company. The Initial Shares, together with the Additional Shares (as defined below), are being issued to Holtx xx the Company in lieu of the payment by the Company of the principal and interest due under the Note. On the Effective Date, the Company will deliver to Holtx xx his designated agent a certificate representing the Initial Shares. It is intended by the parties hereto that, following the registration thereof, Holtx xxx sell the Initial Shares, together with any Additional Shares issued to him hereunder, in the public market in order to obtain Net Proceeds (as defined below) to him at least equal to the Amount Due. For purposes hereof, "Net Proceeds" shall be defined as the actual proceeds from the sale of any Initial Shares or Additional Shares in the public market, less any brokerage commissions incurred by Holtx.
Issuance and Sale of Stock. Subject to the terms and conditions herein stated, the Company agrees, for the benefit of Kojaian:
(a) to issue and sell to Kojaian on the "Closing Date" (as that term is defined in SECTION 1.3 below), and Kojaian agrees to purchase from the Company on the Closing Date: (i) an aggregate of 1,337,358 shares of the Company's common stock, par value $.01 per share (the "Shares"); and (ii) an $11,237,500 subordinated convertible promissory note, bearing interest at the rate of twelve (12%) percent per annum, substantially identical to the $5,000,000 Warburg Note (other than in principal amount, interest and payee), and which shall be substantially in the form annexed hereto as EXHIBIT B (the "$11,000,000 Subordinated Note"); and
(b) that the $11,000,000 Subordinated Note shall be convertible at any time and from time to time, in whole or in part, generally at the option of the holder, into shares of the Company's newly authorized and revised Series A preferred stock, having a par value of $.01 per share, and a stated value of $1,000 per share (the "Series A Preferred Stock"), and having such rights, preferences and designation as substantially set forth in that certain Certificate of Amendment of Certificate of Designations, Number, Voting Powers, Preferences and Rights of Series A Preferred Stock annexed hereto as EXHIBIT C, including but not limited to a preferred dividend at the rate of twelve (12%)percent per annum, and an initial preference on liquidation and corresponding voting rights of approximately forty (40%) percent (the "Series A Certificate of Designations"). The indebtedness evidenced by the $11,000,000 Subordinated Note is sometimes hereinafter referred to as the "$11,000,000 Subordinated Debt" and the $11,000,000 Subordinated Note, the Shares, and the Series A Preferred Stock issuable upon conversion of the $11,000,000 Subordinated Note are sometimes hereinafter collectively referred to as the "Securities."
Issuance and Sale of Stock. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties set forth herein, the Corporation agrees to issue and sell to the Investor, and the Investor agrees to purchase from the Corporation, Three Hundred Thirty Three Thousand Three Hundred and Thirty Four (333,334) shares (the "Shares") of the common stock, par value $.001 per share ("Common Stock"), of the Corporation at the price of Nine Dollars ($9.00) per share, for an aggregate purchase price of $3,000,006 (the "Purchase Price"); provided, however, that if there occurs, prior to Closing: (i) any dividend or other distribution of Common Stock to the present holders of Common Stock, or (ii) any stock split, reverse stock split, repurchase, combination, share exchange or other transaction affecting the Common Stock of the Corporation (collectively, "Stock Adjustment Event"), the aggregate Purchase Price shall remain the same but the number of Shares shall be appropriately adjusted to reflect any such Stock Adjustment Event. For example, if there occurs a one (1) for two (2) reverse stock split of Common Stock, the number of Shares would be reduced from 333,334 to 166,666; if there occurs a two (2) for one (1) stock split of Common Stock, the number of Shares would be increased from 333,334 to 666,666. The purchase price shall be paid to the Corporation by wire transfer delivered by the Investor to the Corporation at the Closing (as hereinafter defined).
Issuance and Sale of Stock
