Issuance of Preferred Stock. So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.
Issuance of Preferred Stock. Unless a Termination Event shall have occurred, on the Stock Purchase Date upon receipt of the aggregate purchase price payable on all Stock Purchase Contracts, the Company shall cause to be issued and deposited with the Property Trustee (or its nominee), one or more certificates representing newly issued shares of Preferred Stock registered in the name of the Property Trustee (or its nominee) as custodian for the Trust to which the Trust is entitled hereunder.
Issuance of Preferred Stock. The issuance of the Preferred Stock is duly authorized and, upon issuance in accordance with the terms hereof, the Preferred Stock shall be validly issued, fully paid and non-assessable. The shares of common stock, par value $0.0001 per share (the “Common Stock”) issued upon conversion of the Preferred Stock, when issued and delivered in accordance with the terms of the Preferred Stock, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens (as defined below) imposed by the Company, other than restrictions on transfer under applicable state and federal securities laws. Upon issuance in accordance herewith, the issuance by the Company of the Preferred Stock shall be exempt from the registration requirements of the Securities Act by virtue of Section 3(a)(9) thereunder and all of the shares of Common Stock issuable upon conversion of the Preferred Stock shall be transferable and tradable by the Holder pursuant to the terms and conditions set forth in the Preferred Stock. The Company has or will, within 30 calendar days from the execution of this Agreement, reserve from its duly authorized capital stock a number of shares of Common Stock for issuance of the shares underlying the Preferred Stock equal to 300% of the Required Minimum on the date hereof. “Required Minimum” means, as of any date, the maximum aggregate number of shares of Common Stock then issued or potentially issuable in the future pursuant to the Transaction Documents, including any shares of Common Stock issuable upon conversion in full of all Preferred Stock, ignoring any conversion limits set forth therein, and assuming that the conversion price of the Preferred Stock is at all times on and after the date of determination the minimum price per share required for either the Company or a Subsidiary to up-list its common stock onto a national stock exchange.
Issuance of Preferred Stock. Unless a Termination Event shall have occurred or the Company shall have redeemed all the Notes prior to the Stock Purchase Date in accordance with the Indenture, on the Stock Purchase Date upon receipt of the aggregate purchase price payable on all Stock Purchase Contracts, the Company shall cause to be issued and deposited with the Property Trustee (or its nominee), one or more certificates representing newly issued shares of Preferred Stock registered in the name of the Property Trustee (or its nominee) as custodian for the Issuer Trust to which the Issuer Trust is entitled hereunder.
Issuance of Preferred Stock. The Company hereby agrees to issue to Investor, and Investor hereby agrees to acquire the Acquired Shares in exchange and consideration for Investor’s payment of the Purchase Price to the Company. As of the date hereof, upon payment of the Investor’s subscription price, the Company shall promptly issue the Acquired Shares to the Investor in book-entry only format and the Investor’s subscription funds shall be immediately available to the Company for its business purposes.
Issuance of Preferred Stock. If at any time ITC Investments issues preferred stock or other equity securities that are not “Equity Securities”, each of the parties hereto agrees to amend this Agreement to appropriately reflect such issuance and to preserve the respective rights and obligations of each of the parties hereunder.
Issuance of Preferred Stock. Subject to the terms and conditions of this Agreement, the Company agrees to issue to Micrologix and Micrologix hereby agrees to subscribe for and acquire (the “Subscription”) from the Company, the Shares. The closing of the sale and purchase of the Shares under this Agreement (the “Closing”) shall take place at such time or place as the parties shall mutually agree. It shall be a condition precedent to the Closing that Micrologix shall have received an opinion of counsel in form and substance satisfactory to it and that the Company shall have received (a) a certificate of good standing for Micrologix issued by the office of the British Columbia Registrar of Companies and (b) a certified copy signed by an authorized officer of Micrologix of the resolutions of Micrologix’ Board of Directors approving the execution and delivery of the License Agreement and this Agreement and the consummation of the transactions contemplated therein and herein.
Issuance of Preferred Stock. The consent and agreement of the Other --------------------------- Shareholders to the issuance of preferred shares of stock in the Company (each, a "Class B Equity Interests") to the Preferred Shareholder in an amount equal to ------------------------ the Class B Amount. Each Class B Equity Interests shall have a par value of $5,000.00. The Company may issue fractional Class B Equity Interests.
Issuance of Preferred Stock. Issue any preferred stock or other preferred Capital Stock or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of any Capital Stock of any Group Member, other than any Qualified Capital Stock.
