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 - 2,000,000 shares of the Company's common stock, par value $.01 (the "Common ------ Stock"), to be issued to the Investors and (ii) warrants (the "Warrants") to ----- -- -------- purchase an aggregate of 1,500,000 shares of Common Stock, subject to adjustment as set forth in the Warrant Agreement. The shares of Common Stock issued on the Closing Date pursuant to this Agreement (the "Shares") and the Warrants are ------ referred to herein as a "Security" and collectively as the "Securities" and the -------- ---------- shares of Common 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 Shares and the Warrant Shares as set forth in the Registration Rights Agreement, dated as of April 30, 1996, by and among the Company and certain stockholders of the Company (the "Registration Rights ------------------- 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 for a number of Warrant Shares as provided in the Warrant Agreement. The terms and provisions contained in the Warrant Agreement and in the Warrants shall constitute, and are hereby expressly made, a part of this Agreement and, to the extent applicable, the Company and the Holders, by their execution and delivery of this Agreement, expressly agree to such terms and provisions and to be bound thereby.
Issue and Sale of Securities. 12 2.1 Authorization, Advances, Issuance and Purchase of Notes 12 2.2 Lender Guaranties 14 2.3 Authorization, Issuance and Purchase of the Warrants 15 2.4 Sale and Purchase 16 2.5 Issue Price 16 2.6 The Closing 16 2.7 2009 Bridge Note 16 ARTICLE III REPAYMENT OF THE NOTES; EXCHANGE OF EXISTING SECURITIES 16 3.1 Interest 16 3.2 Repayment of the Initial Note 17 3.3 Repayment of the Additional Notes 17 3.4 Maturity; Surrender, etc 17 3.5 Exchange of Existing Securities 17 ARTICLE IV CONDITIONS 18 4.1 Conditions to the Purchase of the Securities 18 4.2 Waiver 21 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BORROWER 21 5.1 Representations and Warranties of the Borrower 21 ARTICLE VI REPRESENTATIONS, WARRANTIES AND COVENANTS OF LENDER 29 6.1 Authorization; Enforceable Obligations 29 6.2 No Breach 29 6.3 Governmental Approvals 29 6.4 Restricted Securities 29 6.5 Legends; Lender’s Representations 29 6.6 Reliance on Exemptions 30
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. 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. (a) On or before the Closing,
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. 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. (a) At the Closing (as defined in Section 2 hereof), the Company shall issue and sell to the Investor membership interests (the "Securities") of the Company that shall constitute upon issuance 2,479 Units out of a total of 10,000 Units of all issued and outstanding membership interests of the Company (collectively, the "Membership Interests"), at an aggregate purchase price of $250,000.
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
