Preferred Stock Purchase Commitment Sample Clauses
Preferred Stock Purchase Commitment. Upon the basis of the representations, warranties and covenants, and on the terms subject to the conditions set forth in this Agreement, at the Closing, the Company agrees to sell to the Investors, and each Investor agrees to purchase from the Company, that number of shares of Preferred Stock set forth opposite such Investor’s name on Schedule A hereto at a purchase price of $1,000 per share, for an aggregate purchase price of $25,000,000 in cash (the “Purchase Price”) to be paid in full to the Company on the Closing Date.
Preferred Stock Purchase Commitment. (a) Subject to Section 3.1(b), the Investor shall purchase from the Company, and the Company shall issue and sell to the Investor, at a price of $1000.00 per share, a number of shares of Preferred Stock equal to the quotient of (a) the product of 0.199 times the number of issued and outstanding shares of Common Stock immediately after the Backstop Closing times the exercise price of the Warrants issued in the rights offering times 1.025, divided by (b) $1,000. Such shares of Preferred Stock are referred to herein as the “Preferred Shares,” and together with the Backstop Shares, are referred to herein as the “Acquired Shares.” The Investor’s commitment to purchase the Preferred Shares as set forth herein is referred to herein as the “Preferred Stock Purchase Commitment.”
(b) The Preferred Stock Purchase Commitment shall be subject to the terms and conditions of this Agreement and each of the conditions set forth in Section 2.2(b); provided, however, that each of such conditions shall be subject to waiver by the Investor in its sole discretion.
(c) On the terms and subject to the conditions set forth in this Agreement, the closing of the Preferred Stock Purchase Commitment (the “Preferred Stock Closing”) shall occur simultaneously with the Backstop Closing, provided that all of the conditions to the Preferred Stock Closing set forth in Article VI of this Agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Preferred Stock Closing), or if such conditions have not been so satisfied or waived at the time of the Backstop Closing, on the date that all of the conditions to the Preferred Stock Closing set forth in Article VI of this Agreement have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Preferred Stock Closing), at 9:30 a.m. (Houston time) at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ or such other place, time and date as shall be agreed between the Company and the Investor (the date on which the Preferred Stock Closing occurs, the “Preferred Stock Closing Date”).
(d) At the Preferred Stock Closing (i) the Company shall deliver to the Investor evidence of the issuance of the Preferred Shares in the name of the Investor against payment by or on behalf of the Investor of the purchase price therefor by wire transfer of immediately available funds to the account designated by the Company in writing, (ii) the C...