Purchase and Sale of Convertible Preferred Stock Sample Clauses

Purchase and Sale of Convertible Preferred Stock. At the Closing, the Company will sell to the Purchasers investment units ("Units") comprised of the Series A Preferred Stock, Common Stock and Warrants herein described. Included in the Units will be 24,802.5 shares of Series A Convertible Preferred Stock of the Company, par value $.01 per share (the "Series A Preferred Stock"), at a price of $1,000 per share, for a total purchase price for the Series A Preferred Stock of $24,802,500 The Series A Preferred Stock shall have the rights, terms, preferences and privileges set forth in the Description of Preferred Stock attached as EXHIBIT B hereto, and shall be convertible into 24,802.5 shares of Series B Redeemable Preferred Stock, par value $.01 per share ("Series B Preferred Stock, and, together with the Series A Preferred Stock, the "Preferred Stock"), and 40 shares of common stock of the Company, par value $.01 per share ("Common Stock") as set forth on EXHIBIT B. The Series B Preferred Stock shall have the rights, terms, preferences and privileges set forth on EXHIBIT B. The shares of Series B Preferred Stock and Common Stock issuable upon conversion of the Series A Preferred Stock are referred to herein collectively as the "Conversion Shares." The principal amount of Debentures and number of shares of Series A Preferred Stock, Common Stock and Warrants to be issued to each Purchaser are set forth on SCHEDULE 1.2 attached hereto.
Sample 1
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Purchase and Sale of Convertible Preferred Stock. Each undersigned Buyer agrees to purchase from the Company the number of shares of Additional Preferred Stock, having the terms and conditions set forth in the Company's Certificate of Designations, as amended (the "CERTIFICATE OF DESIGNATIONS"). The purchase price per share for the Additional Preferred Stock shall be $100.00 and shall be payable in United States Dollars (the "PURCHASE PRICE").
Sample 1
Purchase and Sale of Convertible Preferred Stock. The Company agrees to use its best efforts to cause its shareholders to approve an amendment to and restatement of its Articles of Incorporation in the form set forth on EXHIBIT A attached hereto. Purchaser agrees to purchase from the Company, and the Company agrees to issue and sell to Purchaser, 280,623 shares of Series B Convertible Preferred Stock (the "Preferred Stock") at the Closing. Purchaser agrees to pay the Company the sum of $2,000,000 in consideration of such shares. On the Closing Date, Purchaser shall deliver $2,000,000 to the Company by wire transfer or bank cashier's check against delivery by the Company to the Purchaser of a certificate for the shares of Preferred Stock purchased hereunder.
Sample 1
Purchase and Sale of Convertible Preferred Stock 
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Related to Purchase and Sale of Convertible Preferred Stock

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Purchase and Sale of Convertible Debentures 5 2.2 Purchase and Sale; Purchase Price................................5 2.2 Execution and Delivery of Documents; the Closing.................6 2.3 The Post-Closing.................................................7

  • Convertible Preferred Stock The Holder and the Corporation shall maintain records showing the number of shares of Series A Convertible Preferred Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Corporation, so as not to require physical surrender of the certificate representing the Series A Convertible Preferred Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Corporation establishing the number of shares of Series A Convertible Preferred Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Series A Convertible Preferred Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series A Convertible Preferred Stock unless such Holder first physically surrenders the certificate representing the Series A Convertible Preferred Stock to the Corporation, whereupon the Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series A Convertible Preferred Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series A Convertible Preferred Stock, the number of shares of Series A Convertible Preferred Stock represented by such certificate may be less than the number of shares of Series A Convertible Preferred Stock stated on the face thereof. Each certificate for Series A Convertible Preferred Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION'S CERTIFICATE OF AMENDMENT RELATING TO THE SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 6(c)(iv) THEREOF. THE NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 6(c)(iv) OF THE CERTIFICATE OF AMENDMENT RELATING TO THE SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Purchase of Preferred Shares Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, the number of Preferred Shares set forth below such Purchaser’s name on the signature page of this Agreement at a per Preferred Share price equal to the Purchase Price.

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