Preferred Stock 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, shall purchase from the Company on the Closing Date (as defined below), the number of shares of Preferred Stock as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers, along with (i) Series A Warrants to initially acquire up to the aggregate number of Series A Warrant Shares as is set forth opposite such Buyer’s name in column (4) on the Schedule of Buyers, (ii) Series B Warrants to initially acquire up to the aggregate number of Series B Warrant Shares as is set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers and (iii) Series C Warrants to initially acquire up to the aggregate number of Series C Warrant Shares as is set forth opposite such Buyer’s name in column (6) on the Schedule of Buyers.
Preferred Stock and Warrants. The obligation of the Company to deliver the shares of Preferred Stock and Warrants is subject to the satisfaction or waiver (with prior written notice to each Holder) by the Company, at or before the Closing Date of each of the following conditions:
Preferred Stock 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 Buyers, and Buyers shall purchase from the Company on the applicable Closing Date (as defined below), such number of shares of Preferred Stock, along with Warrants to initially acquire up to such number of Warrant Shares as is set forth on the Buyer Schedules attached hereto as Exhibit B.
Preferred Stock and Warrants. (a) As promptly as practicable, the Company shall file with the Secretary of State of the State of Delaware a Certificate of Designations of Series D Convertible Preferred Stock of the Company in the form attached hereto as Annex B.
(b) As promptly as practicable, Royal Ahold and the Company shall exchange the 726,371 shares of Series C Preferred Stock held by Royal Ahold for 726,371 shares of Series D Convertible Preferred Stock of the Company by (i) the Company issuing and delivering to Royal Ahold certificates representing an aggregate of 726,371 shares of Series D Convertible Preferred Stock in definitive form and registered in the name of Royal Ahold, and (ii) Royal Ahold delivering to the Company certificates representing 726,371 shares of the Series C Preferred Stock and duly executed stock powers in favor of the Company in respect of such certificates. The parties hereto hereby acknowledge and agree that as of the time of such exchange, dividends had accrued and become payable with respect to the Series C Preferred Stock. The Company hereby agrees that, subject to the letter agreement dated March 30, 2001 between Royal Ahold and the Company, such dividends are due and owing to Royal Ahold and shall be accumulated, compounded and paid in accordance with the terms of the Series C Certificate of Designations.
(c) Each share of Series D Convertible Preferred Stock of the Company outstanding immediately prior to the Effective Time shall remain outstanding as Series D Convertible Preferred Stock of the Surviving Corporation with the same rights, powers and privilege as immediately prior to the Effective Time.
(d) As promptly as practicable, (a) Royal Ahold and its Subsidiaries shall exercise a sufficient number of Warrants, at the initial exercise price thereof, to result in Royal Ahold and its Subsidiaries owning at least 90% of the outstanding shares of Common Stock, and (b) Royal Ahold and its Subsidiaries shall transfer all shares of Common Stock owned thereby to Purchaser in order to effectuate the Merger pursuant to Section 253 of the Delaware Law. Upon the exercise of Warrants by Royal Ahold or any of its Subsidiaries, the Company shall issue and deliver shares of Common Stock to Royal Ahold or such Subsidiary in accordance with the terms of the warrant agreement pursuant to which such Warrants were granted."
(c) The Merger Agreement is hereby amended by inserting the Form of Certificate of Designations of Series D Convertible Preferred Stock of t...
Preferred Stock 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 Stock, 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 Stock and Warrants. The holders of the Series E Preferred Stock and warrants to purchase Common Stock issued in July 2019 have entered into Voting Agreements and Lock-Up Agreements. An aggregate $2 million of 8% Senior Secured Promissory Notes issued by the Company to Xxxxxxxx Master Fund L.P. and Xxxxxxxx Opportunities Fund I LP are convertible, at the option of the holders thereof, into an appropriate number of shares of Series E Preferred Stock equal to (a) the amount of then outstanding principal amount and unpaid accrued interest on such promissory notes at the time of conversion divided by (b) $1,500. Preferred Shares 10,000,000 32,423 Common Shares 1,000,000,000 18,277,807 Reserved for conversion of Preferred Shares 542,866,333 Total reserved for warrants 542,866,362 Options 1,150,000 Total shares reserved: 1,086,882,696 * Total shares issued and reserved: 1,105,160,503 * See second sentence of Section 4.9 of the Agreement, which is incorporated herein by reference.
Preferred Stock and Warrants. The Company shall have delivered the Shares and the Series A Warrants being sold at the Closing.
Preferred Stock and Warrants. 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 Sixth Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit B (the “Restated Certificate”).
Preferred Stock and Warrants. The Company further represents to each Buyer that the Company's decision to enter into this Agreement has been based solely on the independent evaluation by the Company and its representatives. The Company has not provided to any Buyer any nonpublic information that, in the opinion of the Company, is material to a decision to purchase or sell Common Stock.
Preferred Stock and Warrants. Effective as of the Closing, IEA LLC hereby assigns and transfers to the Company for cancellation the Exchanged Series A Shares, and in exchange thereof, the Company hereby issues and delivers to IEA LLC (i) a number of shares of Series B-3 Preferred Stock determined by dividing the aggregate Stated Value of the Exchanged Series A Shares by the Per Share Purchase Price and (ii) a number of Warrants equal to the product of (x) the aggregate Stated Value of the Exchanged Series A Shares multiplied by (y) a fraction equal to 5,500,000/160,000,000 (which Warrants will be subject to the protections set forth in Section 2.1(a)of the Tranche 2 ECA, as equitably adjusted to apply to the Warrants issued hereunder). IEA LLC hereby acknowledges and agrees that as a result of the transaction described in the immediately preceding sentence (the “Exchange”), the Exchanged Series A Shares are cancelled and will cease to be issued and outstanding. Such cancellation shall be evidenced on the books and records of the Company.
