Issue and Sale of Securities. 12 2.1 Authorization and Issuance of the Note..........................12 2.2 Authorization and Issuance of the Warrants......................12
Issue and Sale of Securities. The Company has authorized the issuance and sale to the Investors, in the respective amounts set forth below such Investor's name on the signature page hereto, of (i) an aggregate of 15,384 shares of Class B Convertible Preferred Stock, par value $.01 (the "Class B Preferred Stock"), having the ----------------------- rights set forth in the Amended and Restated Certificate of Designation of the Company and the Amended and Restated Certificate of Incorporation of the Company in the form attached as Exhibit A (collectively, the "Certificate of -------------- Incorporation"), to be issued to the Investors, and (ii) warrants (the ------------- "Warrants") to purchase, an aggregate of 1,775 shares of Class B Preferred -------- Stock, subject to adjustment as set forth in the Warrant Agreement. The shares of Class B Preferred Stock issued on the Closing Date pursuant to this Agreement (the "Preferred Shares") and the Warrants are referred to herein as a "Security" ---------------- -------- and collectively as the "Securities" and the shares of Class B Preferred Stock ---------- issuable upon exercise of the Warrants are referred to herein as the "Warrant ------- Shares." Each Holder of Securities will have certain registration rights with ------ respect to the Class B Common Stock, $.0l par value of the Company, underlying the Preferred Shares and the Warrant Shares as set forth in the Registration Rights Agreement dated as of April 30, 1996, as amended, by and among the Company, Xxxxx, the Chase Investors and each of the other Persons listed on the signature pages thereto, a copy of which is attached hereto as Exhibit C (the "Registration Rights Agreement"). Each Investor shall also become a party to the ----------------------------- Second Amended and Restated Stockholder Agreement, to be dated as of the Closing Date, by and among the Company, Xxxxx, the Chase Investors and the other Persons who are parties thereto, a copy of which is attached hereto as Exhibit D (the "Stockholders Agreement"). ---------------------- Each Warrant shall be substantially in the form attached as Exhibit A to the Warrant Agreement. Each Warrant shall be dated the date of its issuance. The Warrants will be exercisable, in the manner provided in the Warrant Agreement and the Warrants, for a number of Warrant Shares as provided in the Warrant Agreement and the Warrants. The terms and provisions contained in the Warrant Agreement and in the Warrants shall constitute, and are hereby e...
Issue and Sale of Securities. 4 2.1 Notes......................................................... 4 2.2 Authorization and Issuance of the Warrants.................... 4 2.3
Issue and Sale of Securities. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Purchaser the aggregate number of Securities set forth opposite the Purchaser’s name on Schedule A to this Agreement, and the Purchaser agrees to pay the Company the purchase price set forth opposite the Purchaser’s name on Schedule A to this Agreement (the “Purchase Price”).
Issue and Sale of Securities. (a) On or before the Closing,
(1) The Issuer will have authorized the issue and sale to the Purchasers, in the respective amounts set forth on the signature pages hereof, of $25,000,000 aggregate principal amount of its 12% Senior Secured Notes due February 11, 2002 (the "Notes"), to be substantially in the form attached hereto as Annex A-1.
(2) The Issuer will have authorized the issue and sale to the Purchasers, in the respective amounts set forth on the signature pages hereof, of warrants (the "Crescent Warrants") to purchase an aggregate of 666,667 shares of its Common Stock pursuant to a Warrant Agreement in the form attached hereto as Annex B-1 (the "Crescent Warrant Agreement"). In addition, the Issuer will have authorized the issue and sale to the Purchasers of warrants (the "Contingent Warrants") to purchase a variable number of shares of Common Stock pursuant to a Warrant Agreement in the form attached hereto as Annex B-2 (the "Contingent Warrant Agreement"). The Notes, the Crescent Warrants and the Contingent Warrants shall individually be referenced herein as a "Security" and collectively referenced herein as the "Securities."
Issue and Sale of Securities. AND SENIOR TERM NOTES 16 2.1 Authorization of Preferred Stock 16 2.2 Authorization of Common Stock 16 2.3 Senior Term Loans 16 2.4 Senior Subordinated Notes 17 2.5 Junior Subordinated Notes 17 2.6 Authorization and Issuance of the Warrants 17 2.7 Sale and Purchase 17 2.8 The Closing 17
Issue and Sale of Securities. 18 2.1 Authorization and Issuance of the Notes.................................. 18 2.2 Sale and Purchase........................................................ 19 2.3 The Closing.............................................................. 19
Issue and Sale of Securities. 2.1 Authorization and Issuance of the Notes. Company has duly authorized the issuance and sale to Purchasers of (a) $10,000,000 in the aggregate principal amount of Company's Senior Subordinated Secured Series A Notes Due March 31, 2006, to be substantially in the form of the Note attached hereto as Exhibit A-1 (including any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4 hereof, the "Series A Notes"), (b) $10,000,000 in the aggregate principal amount of Company's Senior Subordinated Secured Series B Notes Due March 31, 2008, to be substantially in the form of the Note attached hereto as Exhibit A-2 (including any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4 hereof, the "Series B Notes"), (c) $10,000,000 in the aggregate principal amount of Company's Senior Subordinated Secured Series C Notes Due March 31, 2009, substantially in the form attached hereto as Exhibit A-3 (including any Notes issued in substitution thereof pursuant to Sections 6.3 and 6.4 hereof, the "Series C Notes,") and (d) $10,000,000 in the aggregate principal amount of Company's Senior Subordinated Secured Series D Notes Due March 31, 2010, substantially in the form attached hereto as Exhibit A-4 (including any Notes issued in substitution thereof pursuant to Sections 6.3 and 6.4 hereof, the "Series D Notes", and together with the Series A Notes, the Series B Notes and the Series C Notes, the "Notes").
Issue and Sale of Securities. The Company has authorized the issue and sale to the Investor of the following securities described in Section 1.1.
Issue and Sale of Securities
