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 Preferred Shares and Warrants. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Investor, and each Investor severally agrees to purchase from the Company, on the Closing Date the number of shares of Preferred Stock and a Warrant to purchase the aggregate number of shares of Common Stock set forth opposite such Investor's name on Schedule 1, for the purchase price set forth opposite such Investor's name on Schedule 1 (all of the shares of Preferred Stock being purchased pursuant hereto being referred to herein as the "Preferred Shares;" all of the shares of Common Stock issuable upon the exercise of the Warrants being issued pursuant hereto being referred to herein as the "Warrant Shares;" and the aggregate purchase price for the Preferred Shares and Warrants being referred to herein as the "Purchase Price"). The Purchase Price shall be paid to the Company in cash, by wire transfer of immediately available funds to an account designated by the Company, one Business Day prior to the Closing Date.
Purchase and Sale of Preferred Shares and Warrants. The Company -------------------------------------------------- agrees to issue and sell to the Purchaser and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, the Purchaser agrees to purchase the Preferred Shares and the Warrants. Such purchase and sale shall take place at the Initial Closing and at the Initial Closing the Company will issue to the Purchaser the Preferred Shares and the Warrants.
Purchase and Sale of Preferred Shares and Warrants. Upon the basis of the representations and warranties, and subject to the terms and conditions set forth in this Agreement, the Company covenants and agrees to sell to each Purchaser on the Closing Date (as hereinafter defined) (i) the number of shares (the "PREFERRED SHARES") of its Series A Preferred Stock (the "PREFERRED STOCK") set forth opposite the name of such Purchaser under the heading "The Number of Preferred Shares to be Purchased," each such Preferred Share convertible in accordance with the terms and conditions of the Company's Certificate of Designation for the Preferred Stock filed with the Secretary of State of Delaware on June 16, 1997, attached hereto as EXHIBIT A (the "CERTIFICATE OF DESIGNATION"), on the dates set forth in the Certificate of Designation (any such date of conversion, the "CONVERSION DATE") into shares of the Company's Common Stock (the "CONVERSION SHARES") and (ii) a warrant in substantially the form of EXHIBIT B hereto (the "WARRANT") to purchase the number of shares of the Company's Common Stock (the "WARRANT SHARES") set forth opposite the name of such Purchaser under the heading "Number of Warrant Shares." The Preferred Shares (together with the Warrant Shares, the "SHARES"), and the Warrants shall be purchased at the aggregate purchase price (the "PURCHASE PRICE") set forth opposite the name of such Purchaser under the heading "Aggregate Purchase Price." The Preferred Shares and Warrants are sometimes hereinafter collectively referred to as the "SECURITIES."
Purchase and Sale of Preferred Shares and Warrants. SPIN-OFF.
Purchase and Sale of Preferred Shares and Warrants. Section 2.01 Purchase of the Preferred Shares and Warrants 9 Section 2.02 Initial Closing 10 Section 2.03 Closing 10 Section 2.04 Purchase Price 10 Section 2.05 Purchase Deliverables 10 ARTICLE III REPRESENTATIONS AND WARRANTIES OF INVESTOR Section 3.01 Organization; Authority 11 Section 3.02 Validity; Enforcement 11 Section 3.03 No Conflicts 11 Section 3.04 Investor Status 12 Section 3.05 Understandings or Arrangements 12 Section 3.06 Transfer or Resale 12 Section 3.07 Legends 12 Section 3.08 No General Solicitation 13 Section 3.09 Foreign Purchasers 13 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY Section 4.01 Organization and Qualification; Subsidiaries 13 Section 4.02 Authorization; Enforcement; Validity 14 Section 4.03 Capitalization 14 Section 4.04 Issuance of Securities 15 Section 4.05 No Conflicts 16 Section 4.06 Consents 16 Section 4.07 Acknowledgment Regarding Investor’s Purchase of Securities 17 Section 4.08 Brokers and Other Advisors 17
Purchase and Sale of Preferred Shares and Warrants. Section 2.01 Purchase of the Preferred Shares and Warrants 9 Section 2.02 Initial Closing 10 Section 2.03 Closing 10 Section 2.04 Purchase Price 10 Section 2.05 Purchase Deliverables 10 Article III REPRESENTATIONS AND WARRANTIES OF INVESTOR Section 3.01 Organization; Authority 11 Section 3.02 Validity; Enforcement 11 Section 3.03 No Conflicts 11 Section 3.04 Investor Status 12 Section 3.05 Understandings or Arrangements 12 Section 3.06 Transfer or Resale 12 Section 3.07 Legends 12 Section 3.08 No General Solicitation 13 Section 3.09 Foreign Purchasers 13 Article IV
Purchase and Sale of Preferred Shares and Warrants. Subject to the -------------------------------------------------- terms and conditions set forth herein, the Company agrees that it will issue to the Purchasers, and the Purchasers agree that they will acquire from the Company, at the Time of Purchase, in the aggregate, (i) 1,000,000 shares of Preferred Stock, for an aggregate purchase price of $2,985,000 (the "Preferred --------- Shares Purchase Price"), and (ii) the Warrants, for an aggregate purchase price --------------------- of $15,000 (the "Warrants Purchase Price"), in cash, by wire transfer of ----------------------- immediately available funds to an account designated in a notice delivered to the Purchasers not later than two Business Days prior to the Closing Date. The number of shares of Preferred Stock and Warrants to be acquired by each Purchaser, and the purchase price to be paid therefor, is set forth on Schedule I hereto. The shares of Preferred Stock being purchased pursuant hereto are referred to herein as the "Preferred Shares." The Preferred Shares shall have ---------------- the rights and preferences set forth in the Certificate of Amendment.
Purchase and Sale of Preferred Shares and Warrants. Subject to the terms and conditions set forth herein, the Company agrees that it will issue to the Purchasers, and the Purchasers agree that they will acquire from the Company, at the Time of Purchase, in the aggregate, (i) 1,000,000 shares of Preferred Stock, for an aggregate purchase price of $2,985,000 (the "Preferred Shares Purchase Price"), and (ii) the Warrants, for an aggregate purchase price of $15,000 (the "Warrants Purchase Price"), in cash, by wire transfer of immediately available funds to an account designated in a notice delivered to the Purchasers not later than two Business Days prior to the Closing Date. The number of shares of Preferred Stock and Warrants to be acquired by each Purchaser, and the purchase price to be paid therefor, is set forth on Schedule I hereto. The shares of Preferred Stock being purchased pursuant hereto are referred to herein as the "Preferred Shares." The Preferred Shares shall have the rights and preferences set forth in the Certificate of Amendment.
Purchase and Sale of Preferred Shares and Warrants. The Company agrees to issue and sell to the Investor, and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, the Investor agrees to purchase (a) 500,000 shares of the Company's Series A Convertible Preferred Stock, with a par value of $0.02 per, duly authorized, validly issued, fully paid, non-assessable and free and clear of any and all Liens (the "Preferred Shares"), and (b) a warrant to purchase 500,000 shares of Common Stock with a par value of $0.02 per share (the "Warrants"). The aggregate purchase price for the Preferred Stock and the Warrants shall be $5,000,000 (the "Purchase Price")
