Preferred Stock Warrants. The Seller shall have executed and delivered certificates evidencing the Preferred Stock and the Warrants purchased hereby.
Preferred Stock Warrants. Company shall use its reasonable best ------------------------- efforts to (i) ensure that either all of Company's outstanding Preferred Stock shall have been converted into Company Common Stock in accordance with the Articles of Incorporation of Company or that the Articles of Incorporation of Company shall provide that the Merger shall cause a liquidation event with respect to the Company Preferred Stock and (ii) ensure that all outstanding warrants have been exercised at or prior to the Effective Time.
Preferred Stock Warrants. On the Closing Date, following the consummation of the transactions hereunder, the Series B Preferred Stock, upon issuance against payment therefor as contemplated by this Agreement, shall be duly authorized, validly issued, fully paid and nonassessable, free of all preemptive or similar rights, and entitled to the rights set forth in the Certificate of Designations relating thereto and will not be subject to any Encumbrances. The Series B Preferred Warrants have been duly authorized by the Company and, at the Closing, will have been duly executed by the Company and, when executed and issued in the manner provided for in the Series B Preferred Warrant Agreement and delivered against payment of the Purchase Price therefor as provided in this Agreement, (A) will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be subject to (I) bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to creditors' rights generally, (II) general principles of equity (whether applied by a court of law or equity) and the discretion of the court before which any proceeding therefor may be brought and (III) with respect to the indemnity and contribution provisions thereof, federal or state securities laws or principles of public policy affecting enforcement of rights to indemnity or contribution and (B) will be in the form contemplated by, and entitled to the benefits of, the Series B Preferred Warrant Agreement. The shares of Common Stock issuable upon exercise of the Series B Preferred Warrants have been duly authorized and reserved by the Company and, when issued and delivered upon exercise of the Series B Preferred Warrants in accordance with the terms of the Series B Preferred Warrants and the Series B Preferred Warrant Agreement, will be validly issued, fully paid and non-assessable.
Preferred Stock Warrants. 18 SECTION 4.7. Compliance with Laws.........................................19 SECTION 4.8. Governmental Consents and Approvals..........................19 SECTION 4.9. Financial Statements; Financial Projections..................19 SECTION 4.10. Absence of Undisclosed Liabilities..........................20
Preferred Stock Warrants. Such Stockholder will sell and transfer, and the Buyer agrees to purchase or to cause the Company to purchase and redeem, all of the shares of Preferred Stock, if any, owned of record or Beneficially Owned by such Stockholder, at a price per share of Preferred Stock equal to $10.10, plus all accrued and unpaid dividends thereon (whether or not declared), promptly (but in no event more than one business day) following the consummation of the Offer. In addition, such Stockholder will transfer and surrender to the Company for cancellation for no additional consideration all of the Warrants, if any, owned of record or Beneficially Owned by such Stockholder, promptly (but in no event more than one business day) following consummation of the Offer; provided that, if Buyer increases the consideration per Share to be paid pursuant to the Offer to an amount that exceeds the exercise price of the Warrants, Buyer shall pay, or cause the Company to pay, to such Stockholder an amount equal to the aggregate net in the money value of such Warrants, in connection with the transfer and surrender thereof. If Buyer exercises the Option, at the Closing and in addition to purchasing such Stockholder's Shares, Buyer shall purchase from such Stockholder, and such Stockholder shall sell to Buyer, simultaneously with the purchase of such Stockholder's Shares, all of the shares of Preferred Stock, if any, owned of record or Beneficially Owned by such Stockholder, at a price per share of Preferred Stock equal to $10.10, plus all accrued and unpaid dividends thereon (whether or not declared).
Preferred Stock Warrants. Preferred Stock Warrants shall not be issued upon conversion of notes, exercise of warrants, or other conversion or exercise. The number of shares issuable upon exercise of warrants to be so issued shall be determined on the basis of $0.10 per share (subject to adjustment for stock splits, stock dividends and the like), and the aggregate number of shares for which the holders of Preferred Stock Warrants shall be able to exercise such Warrants shall therefore be 80 million shares. The exercise price of such Preferred Stock Warrants shall be the lesser of $0.10 per share (subject to adjustment for stock splits, stock dividends and the like) and 35% discount to the average closing price during the twenty trading days prior to the first closing of the sale of Convertible Preferred Stock; provided, however that in no event will the exercise price be less than $.04 per share (subject to adjustment for stock splits, stock dividends and the like). The exercise period shall commence upon issuance of the Preferred Stock Warrants, and shall continue for a period of seven (7) years after their respective issuance dates.
Preferred Stock Warrants. 47 5.18 Board Composition............................................... 47
Preferred Stock Warrants. Depositary Share Warrants and Debt Security Warrants (collectively, the "Warrants") will be issued pursuant to one or 6 more Warrant Agreements (each a "Warrant Agreement") between the Company and a warrant agent specified therein (the "Warrant Agent"). The Preferred Stock will be issued in one or more series and each series of Preferred Stock may vary, as applicable, as to the title, specific number of shares, rank, stated value, liquidation preference, dividend rate or rates (or method of calculation), dividend payment dates, redemption provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities (as defined below)) and any other variable terms as set forth in the applicable Articles Supplementary (each, an "Articles Supplementary") relating to such series of Preferred Stock. The Debt Securities will be issued in one or more series as senior indebtedness (the "Senior Debt Securities") under an indenture, dated as of May 8, 1995, as supplemented as of April 4, 1997 and July 3, 1997 (the "Senior Indenture"), between the Company and State Street Bank and Trust Company of California, N.A., as trustee (the "Senior Trustee"), or as subordinated indebtedness (the "Subordinated Debt Securities") under an indenture, dated as of - (the "Subordinated Indenture", and collectively with the Senior Indenture, the "Indentures", and each, an "Indenture"), between the Company and -, as trustee (the "Subordinated Trustee", and collectively with the Senior Trustee, the "Trustees", and each, a "Trustee"). Each series of Debt Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements, conversion provisions (and terms of the related Underlying Securities) and any other variable terms established by or pursuant to the applicable Indenture.
Preferred Stock Warrants all warrants covering the purchase of Series A-2 Preferred Stock, including warrants outstanding under the Preferred Stock Purchase Warrants, dated as of December 19, 2003, between the Company and the investors named therein.
Preferred Stock Warrants. Proposed Intellectual Property Agreements 2.22(b) Registration Rights Agreement............. 5.2
