Issuance of Series A Preferred Stock. At the Conversion Time (as defined below), Parent will issue shares of its Series A Preferred Stock (the “Shares”) to each Noteholder in exchange for the conversion and cancellation of such Noteholder’s Note (the “Conversion”) in accordance with the terms, and subject to the conditions, set forth in this Agreement. The total number of Shares issuable to each Noteholder with respect to each Note of such Noteholder pursuant to this Agreement shall be calculated by dividing (a) the sum of (i) the Principal Amount of such Note (which shall include the aggregate amount of PIK Interest capitalized thereto prior to the date on which the Conversion Time occurs pursuant to the terms of such Note) and (ii) the aggregate amount of accrued and uncapitalized interest on such Note to, but excluding, the date on which the Conversion Time occurs by (b) $0.404 (the “Conversion Price”); provided, however, that if such number of Shares issuable upon the conversion of such Note is not a whole number, then such number of Shares shall be rounded up to the nearest whole number. The Stated Principal Amount of the Notes outstanding as of the date hereof is as set forth on Schedule 1.
Issuance of Series A Preferred Stock. As a further inducement to and in consideration for the Guarantor's execution and delivery of the Guaranty, the Borrower shall issue to the Guarantor, contemporaneously with the closing of the Revolving Credit Loan, one (1) share of the Borrower's Series A Preferred Stock, which shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of any and all liens, claims, encumbrances and preemptive rights.
Issuance of Series A Preferred Stock. At the Closing, and ------------------------------------ pursuant to the terms and subject to the conditions of this Agreement, the Company agrees to issue and deliver to Lockheed Xxxxxx and Lockheed Xxxxxx agrees to acquire from the Company, 1,000,000 Preferred Shares, in full repayment of $60 million of the Debt then outstanding under the Credit Agreement.
Issuance of Series A Preferred Stock. The Company shall not issue any shares of Series A Preferred Stock other than pursuant to the Series A Agreement or the exercise of the Warrant.
Issuance of Series A Preferred Stock. The Series A Preferred Stock shall have been issued in accordance with the Subscription Agreement.
Issuance of Series A Preferred Stock. The Company shall deliver to the Purchasers a true, correct and complete certificate, or other applicable evidence of ownership acceptable to the Purchasers, representing the shares of Series A Preferred Stock in the Second Tranche purchased by the Purchasers pursuant to Section 2.1(b), duly authorized by all requisite corporate action on the part of the Company, together with all instruments of transfer in respect of the Purchasers’ interests in such shares, and in the form required by the Certificate of Designation.
Issuance of Series A Preferred Stock. Upon the terms and subject to the conditions set forth in this Agreement, including, without limitation, the provisions of Section 4.4 below, at the Closing, the Company will issue the Series A Preferred Stock to Strategica or its designees.
Issuance of Series A Preferred Stock. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the Delaware General Corporation Law, on the Effective Date (as defined below) the Company shall issue to Meridian Sports Holdings 11,000 shares of Series A Preferred Stock, having the designations, preferences and rights set forth in the Certificate of Designations, in exchange for the cancellation of $11,000,000 of indebtedness currently outstanding under the Credit Agreement.
Issuance of Series A Preferred Stock. Subject to the terms and conditions set forth in this Agreement and in reliance upon the Company’s and each Investor’s representations and warranties set forth below, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, such Investor’s Allocated Number of shares of Series A Preferred Stock at a purchase price per share equal to the Per Share Price (such purchased shares of Series A Preferred Stock, collectively, the “Shares”). Such sale and purchase (the “Purchase”) shall be effected in accordance with Section 3.2 below.
Issuance of Series A Preferred Stock. The issuance of the Series A Preferred Stock is duly authorized and upon issuance in accordance with the terms of the Exchange Documents shall be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances with respect to the issue thereof. The issuance of shares of Common Stock upon exercise of the Series A Preferred Stock are duly authorized and, when issued and paid for in accordance with the Series A Preferred Stock, will be duly and validly issued, fully paid and non-assessable, free from all taxes, liens, charges and other encumbrances imposed by the Company other than restrictions on transfer provided for in such documents.
