Common use of Purchase and Sale of Preferred Shares Clause in Contracts

Purchase and Sale of Preferred Shares. (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

Purchase and Sale of Preferred Shares. (a) Subject to the terms and the conditions set forth hereinin this Agreement, the Seller agrees to sell to the Company, and in reliance upon the representations and warranties Company agrees to purchase from the Seller, the Preferred Shares for the aggregate of the Company and respective purchase prices (the First Closing Investors "Aggregate Purchase Price") set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear by series below: Total Number Price Purchase Series of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Shares per Share Price Series A F Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Stock 1940.636 $12,693.708145 $24,633,867.00 Series A T-1 Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of Stock 152.1 12,926.80802 1,966,168.50 Aggregate Purchase Price $3.7999696 per share.26,600,035.50 (b) Subject Certificates evidencing the Preferred Shares will be made available for inspection by the Company at 3:00 p.m., New York time, on the business day prior to, or two business days prior to, the Closing Date (as defined below), at a meeting at the offices of Xxxxxxxx & Xxxxxxxx referred to in Section 3(c) hereof (such meeting, the terms and the conditions set forth herein, and in reliance upon the representations and warranties "Pre-Closing"). A representative of the Company and or of such office or agency maintained for the Second Closing Investors set forth herein purpose of effecting conversions of the Series F Preferred Stock (the Company or in any certificate such office or other document delivered pursuant heretoagency, the "Transfer Agent") shall attend the Pre-Closing for the purpose of preparing, and exchanging Seller's certificate for the Series F Preferred Stock for, two certificates, the first representing the shares of the Series F Preferred Stock to be sold to the Company shall issue, sell and deliver pursuant to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights this Agreement and the Shareholders Agreement)second representing the Remaining Series F Shares. (c) Certificates evidencing the Preferred Shares, and each Second Closing Investor together with appropriate instruments for the transfer thereof to the Company, shall purchase be delivered by the Seller to the Company against payment by the Company of the Aggregate Purchase Price therefor by wire transfer of immediately available funds to the account of the Seller at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units a bank to be purchased at the Second Closing” on Appendix I-B from identified to the Company at a purchase price of $3.00 per Series B Unit, subject least one day prior to the limitation set forth Closing. Such delivery shall take place at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other location as the Seller and the Company may agree to in Section 2.5 with respect writing. The time and date of payment and delivery shall be 9:30 a.m., New York time, on May 22, 1997, or such other time and date as the Seller and the Company may agree to in writing. The parties hereby agree that the consummation of the Company's purchase of the Series T-2 Preferred Stock pursuant to the Debenture Holder InvestorsCompany's right of first offer pursuant to Section 7.2 of the Investment Agreement shall occur on the Closing Date at the same time and place set for the Closing. The Series B exchange of the Preferred Shares shall accrue dividends from for the Aggregate Purchase Price therefor is herein referred to as the "Closing". The date of issuanceon which such Closing occurs is herein referred to as the "Closing Date".

Purchase and Sale of Preferred Shares. (a) Subject to Upon the terms and subject to the conditions of this Agreement, during the term of this Agreement, at their discretion, the Purchasers may elect to purchase from the IHL and the Company shall be obligated to cause IHL to sell to the Purchasers, Preferred Shares for up to a total aggregate cash purchase price of US$5,000,000.00; provided, however, that at the Initial Closing and on the Initial Closing Date, upon the terms and subject to the conditions set forth herein, and in reliance upon the representations and warranties of the Company agrees to sell, and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant heretoPurchasers, the Company issuedseverally and not jointly, sold and delivered agree to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A purchase no less than 2,000 Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a for an aggregate purchase price of $3.7999696 per shareof_________. (b) Subject At the Initial Closing, each Purchaser shall deliver to the Company or its designated escrow agent, via wire transfer or a certified check of immediately available funds equal to such Purchaser’s Initial Subscription Amount as set forth on the signature page hereto executed by such Purchaser and the Company shall deliver to each Purchaser documentation of its respective Preferred Shares as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Initial Closing Date. Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Initial Closing shall occur at the offices of Cxxxxx LLP or such other location as the parties shall mutually agree. (c) Following the Initial Closing, and subject to the terms and the conditions set forth hereinof Article 5 of this Agreement, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein on or in any certificate or other document delivered pursuant heretobefore July 1, 2016, the Company Purchasers shall issue, sell and deliver have the right to make one or more additional investments (each Second Closing Investor, free and clear of all Liens (except as set forth a “Draw Down”) in an aggregate amount that does not result in the Registration Rights Agreement and the Shareholders Agreement)purchase of more than $5,000,000, and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuanceone or more Draw Down Closings.

Purchase and Sale of Preferred Shares. (a) Subject The Company has duly authorized for sale, issue and delivery to the terms Investor an aggregate of 3,571,429 shares of its Series C-VI Preferred Stock, no par value (the "PREFERRED SHARES"), having the rights, preferences and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as limitations set forth in the Registration Designation of Powers, Preferences and Rights Agreement of Series C-VI Preferred Stock (the "CERTIFICATE OF DESIGNATIONS") attached as EXHIBIT C and convertible as provided therein into shares of the Shareholders AgreementCompany's Common Stock, par value $.01 per share (the "COMMON STOCK"), and each First Closing has further authorized for sale, issue and delivery to the Investor purchased at warrants (the First Closing, "WARRANTS") to acquire 5,357,143 shares of Common Stock during the number period ending three years after the date of Series A Preferred Shares set opposite such First Closing Investor’s name in issuance thereof. The form of the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share.Warrants is attached to this Agreement as EXHIBIT B. (b) Subject to the terms of this Agreement, Travelers agrees to the exchange of the proceeds paid via the Purchase Agreement to apply to the purchase of the Preferred Shares and the conditions set forth Warrants as described herein, and in reliance upon the representations and warranties Company agrees to apply the proceeds received to the purchase of the Company Preferred Shares and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant heretoWarrants. The parties further agree that upon such exchange and purchase the Units shall be retired and cancelled. (c) The purchase and sale of the Preferred Shares shall take place concurrently with the execution of this Agreement (the "CLOSING"). At the Closing, the Company shall issue, sell and deliver to each Second Closing the Investor (i) an executed counterpart to this Agreement and the Investor Rights Agreement and (ii) a share certificate that represents the number of Preferred Shares being purchased by the Investor and warrant certificates that represent the Warrants being purchased by the Investor, free in all cases against delivery to the Company by the Investor of (i) an executed counterpart to this Agreement and clear the Investor Rights Agreement and (ii) the aggregate purchase price of all Liens (except the Preferred Shares being purchased by such Investor, as set forth in Section 1(b) hereof, by bank wire transfer of immediately available funds to an account designated in writing by the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuanceCompany.