Issuance of Series D Preferred Stock. Immediately upon the execution and delivery of this Agreement by the parties hereto, the Company shall (i) file with the Secretary of State of the State of Georgia (the “Secretary of State”) the Articles of Amendment to the Company’s Amended and Restated Articles of Incorporation attached hereto as Exhibit D (the “Articles of Amendment”); and (ii) immediately after such filing, issue to the Selling Shareholders an aggregate of one hundred (100) shares of the Company’s Series D Redeemable Preferred Stock, par value $1.00 per share (the “Series D Preferred Stock”). The shares of Series D Preferred Stock to be issued as contemplated by this Section 1.5 (x) shall have the rights, preferences, qualifications and limitations set forth on Schedule A to the Articles of Amendment and (y) shall be allocated among the Selling Shareholders as follows: nine (9) shares to Bright, fifty-five (55) shares to Xxxxxxxx, twenty-seven (27) shares to Luther and nine (9) shares to Xxxxxx. The Company shall deliver to the Selling Shareholders the certificates representing the shares of Series D Preferred Stock to be issued to the Selling Shareholders as contemplated by this Section 1.5 no later than three (3) business days after the date the Articles of Amendment are filed with the Secretary of State.
Issuance of Series D Preferred Stock. Upon the execution of this Agreement, the Company shall issue to the Consultant and/or affiliated or associated assigns 2,846,154 shares of Series D Preferred Stock and file a certificate of designation with the Secretary of State of Florida for the Series D Preferred Stock. In consideration therefor, the Consultant shall increase the tangible equity capital of the Company by no less than $1,000,000 before July 1, 1998.
Issuance of Series D Preferred Stock. The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the certificate of designations, setting forth the powers, preferences, rights, limitations and restrictions applicable to the Series D Preferred Stock, in the form attached hereto as Exhibit A (the "Certificate of Designations").
Issuance of Series D Preferred Stock. The issuance, sale and delivery of the Series D Preferred Stock and the Additional Common Stock in accordance with this Agreement has been, or will be at the Closing Date, duly authorized by all necessary corporate action, and the Series D Preferred Stock and the Additional Common Stock when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement will be duly and validly issued, fully paid and non-assessable. No person or entity is entitled to any preemptive rights with respect to the issuance of the Series D Preferred Stock and the Additional Common Stock.
Issuance of Series D Preferred Stock. Subject to the terms and conditions of this Agreement, at the Closing, the Company shall issue and deliver the Series D Preferred Stock to HEOF in exchange for receipt of the Exchange Shares, duly endorsed for transfer. At the Closing, the Company shall deliver to HEOF a stock certificate evidencing ownership of one million seven hundred sixty six thousand four hundred twenty three shares of Series D Preferred Stock in the Company.
Issuance of Series D Preferred Stock. The Company shall deliver a certificate or certificates issued in the name of the Debt Holder, in such denominations as requested by the Debt Holder, for a total of 1,331,814 shares of Series D Preferred Stock in connection with the conversion of debt described in Sections 1.1 and 1.2 hereof. Such certificate(s) may bear a legend indicating that the issuance thereof has not been registered under the Securities Act of 1933 and applicable state securities laws.
Issuance of Series D Preferred Stock. (a) The shares of Series D Preferred Stock to be issued pursuant to the Merger have not been registered under the Securities Act, in reliance upon exemptions from registration provided by Rule 506 and/or Section 4(2) under the Securities Act. The certificates for shares of Series D Preferred Stock to be issued pursuant to the Merger shall bear appropriate legends to identify such shares as being "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and to comply with applicable state securities laws. The Series D Preferred Stock being offered and sold pursuant to this Agreement in reliance upon such exemptions from registration is based in part upon the representations of each Xxxxx Xxxxx Stockholder contained in the Stockholder Certificate attached hereto as Exhibit F.
Issuance of Series D Preferred Stock. For and in satisfaction of the Indebtedness and the mutual promises and releases contained herein upon execution of this Settlement Agreement, Victory shall, at the Closing, immediately issue 20,000 shares of Series D Preferred Stock to XxXxxx at a rate of $19.01615 per share of Series D Preferred Stock for a total of Three Hundred Eighty Thousand, Three Hundred Twenty-Three Dollars ($380,323). The Series D Preferred Stock has the rights, preferences, and limitations specified in the Certificate of Designation of the Series D Preferred Stock in the form attached hereto as Exhibit A.
Issuance of Series D Preferred Stock. In May and June 1999, Buyer ------------------------------------ received gross proceeds in the aggregate amount of $37,506,615.00 from the issuance and sale of shares of its Series D Convertible Preferred Stock (and attached warrants).
Issuance of Series D Preferred Stock. Upon surrender to the Note by Holdings to the Company, the Company shall deliver a certificate issued in the name of Holdings for a total of 156,066 shares of Series D Preferred in connection with the conversion of debt described in Section 1.1. Such certificate(s) may bear a legend indicating that the issuance thereof has not been registered under the Securities Act of 1933 and applicable state securities laws. Holdings may waive delivery of a certificate of the shares of Series D Preferred issued pursuant to this Section 1 and accept a certificate for shares of the Company’s common stock issued in lieu thereof in accordance with Section 2.1 hereof.
