Issuance of Preferred Stock and Warrants Sample Clauses

Issuance of Preferred Stock and Warrants. If after the application by the Company of proceeds received by it from the bankruptcy estate pursuant to Einstein's Chapter 11 bankruptcy proceeding any Notes remain outstanding, the Holders will have the option at any time after 60 days after the date of receipt by the Company of any such proceeds to convert the outstanding principal amount of the Notes, together with accrued and unpaid interest into a class of preferred stock issued by the Preferred Issuer (the "Preferred Stock"). The Preferred Stock will have the terms set forth in Exhibit B hereto and such other terms as the Purchaser may reasonably request. In addition, if the Holders elect to exercise the option set forth above, the Preferred Issuer shall issue to the Holders the warrants as set forth in Exhibit B hereto. The Warrants will have terms substantially similar to the terms of the warrants issued by the Preferred Issuer pursuant to the terms of the Warrant Agreement dated as of June 19, 2001 between the Preferred Issuer and United States Trust Agreement, as warrant agent.
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Issuance of Preferred Stock and Warrants. The Preferred Stock and the Warrants are duly authorized, and, when issued exchanged and paid for in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable. The Company, as at the Closing Date, has and at all times while the Preferred Stock and the Warrants are outstanding will maintain an adequate reserve of duly authorized shares of Common Stock to enable it to perform its conversion, exercise and other obligations under this Agreement, the Certificate of Designation and the Warrants, which reserve shall be no less than the sum of (i) two times the number of shares of Common Stock which would be issuable upon conversion in full of the Preferred Stock ("Underlying Shares"), were such conversion effected on the Original Issue Date, (ii) the number of shares of Common Stock as are issuable as payment of dividends on the Preferred Stock, and (iii) the number of shares of Common Stock which would be issuable upon exercise in full of the Warrants (the "Warrant Shares"). When issued in accordance with the terms hereof and the Certificate of Designation, the Underlying Shares will be duly authorized, validly issued, fully paid and nonassessable; and when issued upon exercise of the Warrants in accordance with its respective terms, the Warrant Shares will be duly authorized, validly issued, fully paid and nonassessable.
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Issuance of Preferred Stock and Warrants. The sale of the Preferred Stock, the Warrants and the issuance of the Conversion Shares upon conversion of the Preferred Stock and Warrant Shares upon the exercise of the Warrants of the Preferred Stock shall be made in accordance with the provisions and requirements of Section 4(2), 4(6) or Regulation D and any applicable state securities law. The Company shall make any necessary SEC and "blue sky" filings as may be required to be made by the Company in connection with the sale of the Securities to the Investors, and shall provide a copy thereof to the Investors promptly after such filing.
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Issuance of Preferred Stock and Warrants. In addition to the sale, assignment, conveyance and transfer of the Canary Debt, not later than ten (10) business days following the Closing, as referred to in Section 10 herein, Target will cause to be issued and delivered to CLI (i) 1,000,000 shares of Target’s Series B Convertible Preferred Stock (“Series B Stock”) having the same rights, preferences and privileges as Target’s currently outstanding Series A Preferred Stock; and (ii) a Common Stock Purchase Warrant for 10,000,000 shares of Target common stock in the form set forth in the attached Appendix A.
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Issuance of Preferred Stock and Warrants 
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Related to Issuance of Preferred Stock and Warrants

  • 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.

  • Valid Issuance of Preferred and Common Stock The Shares being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws.

  • Purchase of Preferred Shares Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, the number of Preferred Shares set forth below such Purchaser’s name on the signature page of this Agreement at a per Preferred Share price equal to the Purchase Price.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • 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.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

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