Issuance of Series B Preferred Stock. The Company shall deliver to each Purchaser a true, correct and complete certificate, or other applicable evidence of ownership acceptable to the Purchasers, representing the shares of Series B Preferred Stock purchased by the Purchasers pursuant to this Section 2, duly authorized by all requisite corporate action on the part of the Company, together with all instruments of transfer in respect of such Purchaser’s interests in such shares, and in the form required by the Certificate of Designation.
Issuance of Series B Preferred Stock. In the event that any Note or Notes are converted by the Investor upon an event of default, the shares of Series B Preferred Stock, and the shares of Common Stock into which the shares of Series B Preferred Stock are convertible, have each been duly authorized and validly reserved for issuance upon any such conversion. The shares of Series B Preferred Stock, when issued and delivered in accordance with this Agreement, a Note and the Certificate of Designation, will be validly issued, fully paid and non-assessable, and the issuance of such shares of Series B Common Stock are not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the shares of Series B Preferred Stock. The shares of Common Stock underlying the Series B Preferred Stock, when issued and delivered in accordance with the Certificate of Designation, will be validly issued, fully paid and non-assessable, and the issuance of such shares of Common Stock underlying the Series B Common Stock are not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the shares of Common Stock.
Issuance of Series B Preferred Stock. Upon the Company’s receipt of all required deliveries hereunder and the satisfaction or all conditions, as applicable, under Article III, the Company shall, as promptly as practicable but in any event within ten Business Days thereafter, cause to be issued and delivered to the holder hereof (or its nominee) or the transferee designated in the Notice of Exercise, a certificate or certificates representing shares of Series B Preferred Stock equal to the aggregate number of shares of Series B Preferred Stock specified in the Notice of Exercise (less any shares in payment of a cashless exercise pursuant to Section 1.2(B)). Such certificate or certificates shall be registered in the name of the holder hereof (or its nominee) or, subject to Article III, in the name of such transferee, as the case may be. If this Warrant is exercised in part, the Company shall, at the time of delivery of such certificate or certificates, issue and deliver to the holder hereof or, subject to Article III, the transferee so designated in the Notice of Exercise, a new Warrant evidencing the rights of the holder hereof or such transferee to purchase the aggregate number of shares of Series B Preferred Stock for which this Warrant shall not have been exercised and this Warrant shall be canceled.
Issuance of Series B Preferred Stock. In consideration for, and simultaneously with, the funding of each Funding Obligation by Highstar, the Corporation shall issue to Highstar shares of Series B Preferred Stock of the Corporation, par value, $.01 per share (the "Series B Preferred Stock"), having the rights, preferences, privileges and restrictions set forth in the Amended Charter and the Corporation shall add to the Corporation's paid-in capital, an amount equal to such Funding Obligation less the par value of the Series B Preferred Stock issued in relation thereto. The shares of Series B Preferred Stock to be issued to Highstar shall be delivered to Highstar free and clear of any encumbrances. The number of shares of Series B Preferred Stock to be issued to Highstar in connection with the funding of each Funding Obligation shall be determined by dividing such Funding Obligation by a per share price of $1,000. In connection with any such issuance of Series B Preferred Stock, the Corporation shall deliver a stock certificate representing the shares of Series B Preferred Stock to be issued to Highstar. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Series B Preferred Stock, for the purpose of complying with the terms of this Agreement, such number of its duly authorized shares of Series B Preferred Stock as shall be sufficient to effect the terms of this Agreement. Any shares of Series B Preferred Stock issued to Highstar pursuant to the terms of this Agreement shall not be transferable by Highstar except to an affiliate of Highstar.
Issuance of Series B Preferred Stock. The Company shall have declared and paid to the Shareholders a stock dividend consisting of 100,000 shares of Series B Preferred Stock with the terms set forth in Exhibit A attached hereto.
Issuance of Series B Preferred Stock. After the later to occur of (but in no event later than March 31, 1996)
(a) the Effective Time and (b) the issuance of a permit to Holdco by the California Department of Corporations that qualifies the issuance of 4,282 shares of Series B Preferred Stock to the Seller under Sections 25120 and 25121 of the California Securities Law, in consideration for the promises and covenants of the Seller contained herein, the Holdco shall issue to the Seller 4,282 shares of Series B Preferred Stock."
Issuance of Series B Preferred Stock. 1.1. Subject to the terms and conditions set forth herein, on the date hereof, the Company hereby agrees to issue and sell to the Subscriber, and the Subscriber hereby agrees to purchase from the Company, the Shares at the purchase price of $20.08 per Share (the “Purchase Price”).
1.2. The closing of the purchase, sale and issuance of the Shares pursuant to this Agreement shall occur at the New York offices of Wxxxxxx Xxxx & Gxxxxxxxx LLP, 700 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 on the date hereof.
1.3. The sale and purchase of the Shares pursuant to this Agreement shall be effected on the date hereof by the Company updating the books and records of the Company to reflect the additional Shares, against delivery by the Subscriber to the Company of the aggregate Purchase Price for such Shares. Such payment to be made to the Company by wire transfer of immediately available funds to an account designated by the Company.
Issuance of Series B Preferred Stock. After the date of the Closing (as defined in the Purchase Agreement), the Company shall not issue any shares of Series B Preferred Stock to any person or entity not referenced in Article III(B), Section 4(d)(i)(B)(3) of the Restated Articles.
Issuance of Series B Preferred Stock. The issuance of the Series B Preferred Stock is duly authorized and, upon issuance in accordance with the terms hereof, the shares of Series B Preferred Stock will be validly issued, fully paid and non-assessable. The shares of Common Stock issued upon conversion or exercise of the Series B Preferred Stock, when issued and delivered in accordance with the terms of the Series B Preferred Stock, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens, other than restrictions on transfer under applicable state and federal securities laws. The issuance by the Company of the Series B Preferred Stock in accordance with this Agreement is exempt from the registration requirements of the Securities Act under Section 3(a)(9) of the Securities Act.
Issuance of Series B Preferred Stock. At the Conversion Time, the Company shall, and hereby agrees to issue one or more stock certificates evidencing the Series B Preferred Stock which stock shall be initially registered in the name of Stanford, and transferred to the trustee on the date hereof pursuant to the Voting Trust Agreement among Stanford, the Company and Xxxx Xxxxxxx. The Series B Preferred Stock shall have the terms set forth in the Amended and Restated Certificate of Designations, Rights and Preferences of the Series B Preferred Stock in the form attached as Exhibit “C” hereto (the “Amended and Restated Certificate of Designation”). Simultaneously with the execution hereof, the Board of Directors of the Company shall cause the Company’s certificate of incorporation to be amended to incorporate the terms and provisions of the Amended and Restated Certificate of Designation.
