Preferred Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below), the number of Preferred Shares, as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers, along with Warrants to acquire that number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers.
Preferred Shares and Warrants. (A) The Preferred Shares have been duly authorized for issuance by Holdco pursuant to the terms of the Exchange Agreement and, at Closing, (i) will be validly issued, fully paid and nonassessable, (ii) will be free and clear of all Liens, other than transfer restrictions relating to the federal securities laws, (iii) will not be issued in violation of any preemptive or similar rights under any provisions of applicable law, the certificate of incorporation or by-laws of Holdco or any agreement, contract or instrument to which Holdco is a party or by which it or any of its properties or assets is bound and (iv) assuming the accuracy of the representations and warranties set forth in Section 3 of the Exchange Agreement will be issued in compliance with the registration and qualification requirements of all applicable federal securities laws as presently in effect. The Warrants have been duly authorized for issuance by Holdco pursuant to the terms of the Exchange Agreement and, at Closing, will be legal, valid and binding obligations of Holdco, enforceable against Holdco in accordance with their terms, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting enforcement of creditors' rights generally or by general equity principles.
(B) On the Closing Date, FCG will be the sole record and beneficial owner and holder of the Preferred Shares and the Warrants, free and clear of all claims, conditional sale or other title retention agreements, covenants, encumbrances, equitable interests, liens, options, pledges, rights of first refusal, security interests, statutory liens or restrictions of any kind, including any restrictions on voting, transfer, receipt of income, or exercise of any other attribute of ownership ("Liens"). At the Closing, FCG will transfer to the Investor good and marketable title to the Preferred Shares and the Warrants, free and clear of all Liens. Except as contemplated in Section 3(d), at the Closing, no legend or other reference to any purported Lien will appear upon any certificate representing the Preferred Shares or the Warrants. At the Closing, none of the Preferred Shares or the Warrants will be transferred to FCG in violation of (i) the Securities Act of 1933, as amended (the "Securities Act"), the securities laws of any state, or any other federal, state, local, municipal, foreign, international, multinational, or other constitution, law, rule, standard, requirement, admini...
Preferred Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company agrees to issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below), (x) the number of Preferred Shares, as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, and (y) Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers up to an aggregate amount of $1,500,004.00 for all Buyers (the "Closing").
Preferred Shares and Warrants. The Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Closing Date (as defined below), the aggregate number of Preferred Shares, as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers, along with a Warrant to acquire up to the aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers.
Preferred Shares and Warrants. Upon the conversion of the Preferred Shares or the exercise of any Warrant, the holder thereof shall submit such Preferred Shares or Warrant, as the case may be, to Seller, and Seller shall, within three (3) business days of receipt of such Preferred Shares or Warrants, as the case may be, instruct Seller's transfer agent to issue one or more certificates representing the number of shares of Common Stock into which the Preferred Shares are convertible in accordance with the provisions regarding conversion set forth in the Certificate of Designations or the Warrants, as the case may be. Seller shall act as Registrar for the Preferred Shares and the Warrants and shall maintain an appropriate ledger containing the necessary information with respect each Preferred Share and Warrant.
Preferred Shares and Warrants. The Preferred Shares have been duly authorized by all necessary corporate action. When issued and sold against receipt of the consideration therefor, the Preferred Shares will be validly issued, fully paid and nonassessable, will not subject the holders thereof to any personal liability and will not be subject to any preemptive rights except as contemplated by this Agreement and the Certificate of Designations. When issued and sold against receipt of the consideration therefor, the Warrants will not subject the holders thereof to any personal liability and will not be subject to any preemptive rights except as contemplated by this Agreement and the Warrants. The Company has 21,909,939 shares of Common Stock that are in treasury and listed on the New York Stock Exchange. A total of 20,500,000 of such treasury shares of Common Stock have been duly reserved for issuance upon the conversion or redemption of the Preferred Shares and the exercise of the Warrants. The shares of Common Stock issuable upon conversion or redemption of the Preferred Shares and upon exercise of the Warrants have been duly and validly authorized and, if and when issued, will be validly issued, fully paid and non-assessable and will not be subject to any preemptive rights except as contemplated by this Agreement, the Warrants and the Certificate of Designations. At the Closing, the Purchasers will receive valid title to the Preferred Shares and the Warrants, free and clear of any Lien (other than any restrictions on transfer under state and/or federal securities laws).
Preferred Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company agrees to issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below), (x) the number of Preferred Shares, as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers, and (y) Series A Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers, and (z) Additional Warrants to acquire up to that number of Warrant Shares as is set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers, up to an aggregate amount of $1,111,111.00 for all Buyers (the “Closing”).
Preferred Shares and Warrants. (i) The Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Initial Closing Date (as defined below), the aggregate number of Initial Preferred Shares, as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers, along with an Warrant to initially acquire up to the aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers.
(ii) Subject to the satisfaction (or waiver) of the conditions set forth in Sections 1(b)(ii) below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on the Additional Closing Date (as defined below), the aggregate number of Additional Preferred Shares, as is set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers.
Preferred Shares and Warrants. The Purchasers shall have received certificates representing the Preferred Shares and certificates representing Warrants in the form and substance of EXHIBIT 1B hereto.
Preferred Shares and Warrants. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer (other than the Agents), and each Buyer (other than the Agents) severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below), (x) if such Buyer is a Convertible Buyer, the number of Investor Convertible Preferred Shares as is set forth opposite such Buyer's name in column (3) on the Schedule of Buyers, along with Investor Convertible Warrants to acquire that number of Investor Convertible Warrant Shares as is set forth opposite such Buyer's name in column (4) on the Schedule of Buyers, or (y) if such Buyer is a Non-Convertible Buyer, the number of Investor Non-Convertible Preferred Shares as is set forth opposite such Buyer's name in column (5) on the Schedule of Buyers, along with Investor Non-Convertible Warrants to acquire that number of Investor Non-Convertible Warrant Shares as is set forth opposite such Buyer's name in column (6) on the Schedule of Buyers. Concurrently with the issuance of the Investor Preferred Shares and the Investor Warrants, the Company shall issue to each Agents (and/or its designees), and such Agent (and/or its designees) agrees to accept from the Company on the Closing Date (as defined below), collectively, the number of Agent Preferred Shares as is set forth opposite such Agent's name in column (5) on the Schedule of Buyers, along with Agent Warrants to acquire that number of Agent Warrant Shares as is set forth opposite such Agent's name in column (6) on the Schedule of Buyers and the Retainer Warrants to acquire that number of Retainer Warrant Shares as is set forth opposite such Agent's name in column (7) on the Schedule of Buyers.
