Issuance, Purchase and Sale. Upon the terms and subject to the conditions set forth herein, at the Closing (as defined below) the Company shall sell to the Purchasers and the Purchasers shall purchase from the Company (a) an aggregate of 584,375 shares of Series C Preferred Stock for an aggregate purchase price of $584,375,000 in cash and (b) an aggregate of 265,625 shares of Series D Preferred Stock for an aggregate purchase price of $265,625,000 in cash (the cash amounts set forth in (a) and (b) being collectively referred to herein as, the "Purchase Price"). The number of shares of Series C Preferred Stock and Series D Preferred Stock being acquired by each Purchaser, and the portion of the Purchase Price payable therefor is set forth opposite such Purchaser's name on the signature page hereto; provided, that the Purchasers shall have the right at any time prior to the Closing by delivering written notice to the Company to reallocate among the Purchasers the Preferred Shares to be purchased by each Purchaser so long as such reallocation does not change the total number of Preferred Shares being acquired hereunder or the Purchase Price.
Issuance, Purchase and Sale. (i) Subject to the terms and subject to the conditions of this Agreement, the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company, 150,000 shares of Series A Preferred Stock (the "Preferred Shares") at a stated price of $100 per share for an aggregate purchase price of $15,000,000 (such aggregate purchase price of $15,000,000, as adjusted pursuant to Section 1.1(a)(ii), the "Committed Amount"). The Preferred Shares to be purchased and sold at Closing shall be issued pursuant to a certificate of designation substantially in the form of Exhibit A hereto (the "Preferred Stock Certificate of Designation").
(ii) The Committed Amount shall be reduced by $1.00 for every $2.00 of gross proceeds received by the Company from the sale of Series A Preferred Stock and Warrants in the rights offering of such securities (the "Rights Offering") made to holders of common stock and preferred stock of the Company pursuant to the Plan. Upon any adjustment of the Committed Amount, the number of Preferred Shares to be purchased and sold at the Closing to the Purchaser hereunder shall be proportionately reduced. At least two Business Days prior to Closing, the Company shall provide written notice to the Purchaser of the amount, if any, by which the Committed Amount shall be reduced as a result of purchases made pursuant to the Rights Offering.
(b) At the Closing, the Company shall issue to the Purchaser 510,000 Warrants for no additional consideration, provided, however, that if the Committed Amount and the number of Preferred Shares to be purchased and sold at the Closing shall be reduced pursuant to Section 1.1(a)(ii) above, the number of Warrants issuable at the Closing to the Purchaser shall be proportionately reduced. The Warrants shall be issued pursuant to a warrant agreement, substantially in the form of Exhibit B hereto, which shall be in effect as of the Closing (the "Warrant Agreement").
(c) At the Closing, the Company shall issue to the Purchaser, in consideration for its purchase commitment set forth in the SCANA Subscription Agreement, 500,000 shares of New Common Stock (the "Commitment Shares").
(d) The Preferred Shares and Warrants shall be issued at the Closing in the ratio of one share of Series A Preferred Stock to 3.40
Issuance, Purchase and Sale. Upon the terms and subject to the conditions set forth herein, at the Closing (as defined below) the Company shall sell to the Purchasers and the Purchasers shall purchase from the Company the Securities for $100,000,000 (the "Purchase Price"). The number of shares of Series F Preferred Stock, Series G Preferred Stock and Warrants being acquired by each Purchaser, and the portion of the Purchase Price payable therefor is set forth opposite such Purchaser's name on Schedule 1.1; provided, that the Purchasers shall have the right to reallocate among the Purchasers the Securities to be purchased by each Purchaser by delivering written notice of such reallocation to the Company not less than three days prior to the Closing so long as such reallocation does not change the total number of Securities being acquired hereunder or the Purchase Price.
Issuance, Purchase and Sale. Upon the terms and subject to the conditions set forth herein, at the Closing (as defined below) the Company shall sell to the Purchasers and the Purchasers shall purchase from the Company the Securities for $175,000,000 (the "Purchase Price"). The number of shares of Common Stock, Preferred Stock and Warrants being acquired by each Purchaser, and the portion of the Purchase Price payable therefor is set forth opposite such Purchaser's name on Schedule 1.1; provided, that (i) the Purchasers shall have the right to reallocate among the Purchasers the Securities to be purchased by each Purchaser by delivering written notice of such reallocation to the Company not less than three days prior to the Closing so long as such reallocation does not change the total number of Securities being acquired hereunder or the Purchase Price and (ii) the Company shall have the right to increase or decrease the number of shares of Common Stock and the number of shares of Class A Common Stock subject to the Warrants by delivering written notice of such change to the Purchasers not less than 10 days prior to the Closing so long as (A) the number of shares of Common Stock and the number of shares of Class A Common Stock subject to the Warrants are determined in accordance with Exhibit A attached hereto and (B) such change in the number of shares does not change the Purchase Price.
Issuance, Purchase and Sale. (a) Upon the terms and subject to the conditions set forth herein, the Company is issuing and selling to the Purchasers, and the Purchasers are purchasing from the Company, the Notes, the Shares and the $7 Warrants for an aggregate cash purchase price of $17.5 million (the "Purchase Price"). The Notes shall be in the form of Exhibit 1.4(i).
(b) The parties agree that the fair market value of the Notes is $16,700,000 , the fair market value of the Shares is $750,000 and the fair market value of the $7 Warrants is $50,000. Each party agrees to file all Tax Returns consistent with such allocation and to take no position inconsistent with such allocation, unless required by Law.
(c) The parties hereto agree that, for purposes of Treas. Reg. Sec. 1.1275-4(b)(3)(ii), (x) the comparable yield is 7.5% with respect to the Notes, and (y) the projected payment schedule with respect to the Notes will reflect the foregoing comparable yield.
Issuance, Purchase and Sale. Upon the terms and subject to the conditions set forth in the Plan and this Agreement, the Reorganized Company is issuing and selling to each Purchaser, and each Purchaser is purchasing from the Reorganized Company, the number of Shares set forth opposite such Purchaser's name on Exhibit A hereto at a purchase price of $2.283 per Share.
Issuance, Purchase and Sale. (a) (i) Subject to the terms and subject to the conditions of this Agreement, the Company shall sell to each Purchaser, and each Purchaser shall purchase from the Company, the number of shares of Series A Preferred Stock (the "Preferred Shares") at a stated price of $100 per share which is set forth opposite such Purchaser's name in column (1) of Schedule 1 attached hereto. The Preferred Shares to be purchased and sold at Closing shall be issued pursuant to a certificate of designation substantially in the form of Exhibit A hereto (the "Preferred Stock Certificate of Designation"). Each Purchaser shall pay for its Preferred Shares the amount set forth opposite such Purchaser's name in column (4) of Schedule 1 (such amount, as adjusted pursuant to Section 1.1(a)(ii), a "Purchaser's Committed Amount," and the aggregate purchase price of $15,000,000, as adjusted pursuant to Section 1.1(a)(ii), the "Committed Amount").
Issuance, Purchase and Sale. (a) Upon the terms and subject to the conditions set forth herein, the Company is issuing and selling to the Purchasers and the Purchasers are purchasing from the Company, the Notes and the Shares for an aggregate cash purchase price of [$________] (the "Purchase Price"). The Notes shall be in the form of Exhibit 1.2 hereto.
(b) The parties agree that the fair market value of the Notes is $_____ and the fair market value of the Common Stock purchased hereby is $[750,000]. Each party agrees to file all tax returns consistent with such allocation and to take no position in consistent with such allocation, unless required by law.
Issuance, Purchase and Sale. Upon the terms set forth herein,
(a) at the Initial Closing, (i) the Company shall sell to IMCG-I, and IMCG-I shall purchase from the Company, 2,906.743 shares of Series A Preferred Stock for an aggregate purchase price of $26,160,687.92 in cash (the "IMCG-1 Initial Closing Purchase Price"), subject to the conditions set forth in Sections 5. 1 (a), 5.2(a) and 5.3, and (ii) the Company shall sell to IMCG-11, and IMCG-11 shall purchase from the Company, 821.1266 shares of Series A Preferred Stock for an aggregate purchase price of $7,390,139.41 in cash (such amount together with the IMCG-I Initial Closing Purchase Price, the "Initial Closing Purchase Price"), subject to the conditions set forth in Sections 5. 1 (a), 5.2(a) and 5.3 (the transactions to occur at the Initial Closing, the "Initial Purchase"), and
(b) at the Second Closing, (i) the Company shall sell to IMCG-I, and IMCG-1 shall purchase from the Company, 3,565.04096 shares of Series A Preferred Stock and Warrants to purchase 3,898,665 shares of Common Stock for an aggregate purchase price of $38,557,152.74 in cash (the "IMCG-1 Second Closing Purchase Price"), subject to the conditions set forth in Article V, and (ii) the Company shall sell to IMCG-11, and IMCG-11 shall purchase from the Company, 610.214 shares of Series A Preferred Stock, 396.876 shares of Series B Preferred Stock and Warrants to purchase 1, 101, 335 shares of Non-Voting Common Stock, for an aggregate purchase price of $10,892,019.93 in cash (such amount together with the IMCG-l Second Closing Purchase Price, the "Second Closing Purchase Price"), subject to the conditions set forth in Article V (the transactions to occur at the Second Closing, the "Second Purchase").
Issuance, Purchase and Sale. Upon the terms and conditions set --------------------------- forth herein, at the Closing, the Company shall sell to the Purchasers, and the Purchasers shall purchase from the Company, the Preferred Stock and Warrants for an aggregate purchase price of $15,000,018.10, (the "Purchase Price"). Each Purchaser shall, -------------- in exchange for the payment by such Purchaser of the portion of the Purchase Price set forth opposite such Purchaser's name on Schedule A receive the number of shares of Preferred Stock and Warrants to purchase the number of shares of Common Stock set forth opposite such Purchaser's name on Schedule A. The designations of the Purchasers hereunder are several and not joint and no Purchaser shall have any liability to any Person for the performance or non- performance by any other Purchaser hereunder. The parties agree that the aggregate Purchase Price shall be allocated for income tax purposes between the Preferred Stock and the Warrants as set forth in Schedule B hereto.
