Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------
(a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - --------------------
(b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----
Purchase and Sale of Preferred Stock. In consideration of this Agreement, the Company hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the Shares in accordance with the following terms:
(a) The Company hereby sells to the Purchaser, and the Purchaser hereby purchases from the Company, 8,334 shares of Zamba’s NextNet Stock (the “Shares”), at a purchase price of $6.00 per share, for an aggregate purchase price of $50,004. Promptly upon execution of this Agreement, the Purchaser shall pay the full amount of the purchase price to the Company by wire transfer in immediately available funds to an account designated in writing by the Company.
(b) Promptly upon receipt of the purchase price, the Company shall present the transaction to the independent members of the Company’s Board of Directors for the approval or disapproval of the Board of Directors. If the Company’s Board of Directors disapproves the transaction, the full purchase price shall be promptly refunded to the Purchaser. If the Company’s Board of Directors approves the transaction, the Company shall, within five business days of such approval, deliver to NextNet a notice pursuant to the Right of First Offer set forth in Section 1.1 of the Right of First Refusal Agreement (the “Refusal Agreement”) dated September 21, 1998 by and among the Company, NextNet, and the holders of the Series B Preferred Stock of NextNet.
(c) If NextNet elects to exercise its right of first refusal pursuant to Section 1(b) above, the Purchase Price shall be refunded to the Purchaser within five business days of the Company’s receipt of full payment from NextNet for the Shares, and the Purchaser shall not receive any of the Shares. If NextNet declines to exercise its right of first refusal, the Company shall, within five business days after the Company’s receipt of NextNet’s notice to decline its right, notify each investor in NextNet eligible under the Refusal Agreement of its opportunity to exercise its pro rata right of first refusal pursuant to the Refusal Agreement.
(d) If any of the eligible investors in NextNet elects to exercise its pro rata right of first refusal pursuant to Section 1(c) above, the Company will forward to the Purchaser the payments the Company receives from such investor(s) within five business days of the Company’s receipt of such payment, and the number of Shares that the Purchaser will receive pursuant to this Agreement shall be reduced on a pro rata basis. Within ten business days a...
Purchase and Sale of Preferred Stock. 1
1.1 SALE AND ISSUANCE OF SERIES A PREFERRED STOCK............................................................1 1.2
Purchase and Sale of Preferred Stock. Upon the following terms and conditions, the Company shall issue and sell to the Investor shares of the Company's 6% Convertible Preferred Stock (the "Shares") having the rights, designations and preferences set forth in Schedule I hereto, and the Investor shall purchase from the Company the number of Shares designated on the signature page hereof.
Purchase and Sale of Preferred Stock. As a condition of Closing, Xxxxx Xxxxxxx shall deliver and be in compliance with the terms and conditions of the subscription agreement in the form attached hereto as EXHIBIT B (the “Preferred Stock Subscription Agreement”), the Secured Promissory Note in the form as attached hereto as EXHIBIT C (the Secured Promissory Note”), the Security Agreement in the form as attached hereto as EXHIBIT D (the “Security Agreement”), and the Escrow Agreement in the form as attached hereto as EXHIBIT E (the “Escrow Agreement”), each for the purchase and sale of 700,000 shares Series A Preferred Stock of URM and 500,000 shares of Series B Preferred Stock of URM (collectively the “URM Preferred Shares”) for and in consideration of $125,000, of which $25,000 has been received by URM as a non-refundable deposit, as set forth in the Subscription Agreement, which amount shall be allocated and distributed in full at Closing for the satisfaction of any outstanding pre-Closing debts or liabilities of URM and the retirement of the URM Cancelled Shares as determined by the current Board of Directors of URM. In addition, at Closing interests in the Security Agreement shall be assigned pro rata to the holders of the Secured Promissory Note. The certificates of designation setting forth the respective powers, preferences, limitations, restrictions and relative rights of the Series A Preferred Stock and the Series B Preferred Stock are attached hereto as EXHIBITS F and G, respectively, (the “URM Certificates of Designation”) and shall be duly filed with the State of Delaware on or prior to the Closing Date.
Purchase and Sale of Preferred Stock. Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, agrees to purchase from the Company, on the Closing Date the aggregate number of shares of Preferred Stock determined by dividing the aggregate purchase price set forth opposite such Purchaser's name on Schedule 2.1 hereto by the Price Per Share and rounding down to the nearest whole share (all of the shares of Preferred Stock being purchased pursuant hereto being referred to herein as the "Purchased Shares").
Purchase and Sale of Preferred Stock. Subject to the terms and ------------------------------------ conditions herein set forth, the Company agrees to issue and sell to each of the Purchasers, and each of the Purchasers agrees that it will purchase from the Company, at the Closing, the aggregate number of shares of Preferred Stock set forth opposite such Purchaser's name on Schedule 2.1 hereto, for the aggregate ------------ purchase price set forth opposite such Purchaser's name on Schedule 2.1 hereto ------------ (all of the shares of Preferred Stock being purchased hereunder by the Purchasers being referred to herein as the "Purchased Shares").
Purchase and Sale of Preferred Stock. 2.1 Purchase and Sale of Preferred Stock.........................................10 2.2 Payment In-Kind Adjustments..................................................10 2.3 Series A Certificate of Designations.........................................11 2.4
Purchase and Sale of Preferred Stock. (a) Subject to the terms and conditions herein, the Company agrees to issue and sell to the Primary Purchaser, and the Primary Purchaser agrees to purchase from the Company, at the Closing Date, 1,800,704 shares of Series A Preferred Stock (the "Primary Purchaser Purchased Shares") for the aggregate purchase price of Thirty Million Dollars ($30,000,000) comprised of (i) Twenty Million Dollars ($20,000,000) in cash (the "Primary Purchaser Cash Payment"), and (ii) services valued at Ten Million Dollars ($10,000,000) pursuant to the Service Agreements.
(b) Subject to the terms and conditions herein, the Company agrees to issue and sell to Allen, and Allen agrees to purchase from the Company, at the Closinx Xxxe, 480,000 shares of Series A Preferred Stock (the "Allen Purchased Shares") for the aggregate purchase price of Eight Xxxxxon Dollars ($8,000,000) in cash (the "Allen Purchase Price").
(c) Subject to xxx xerms and conditions herein, the Company agrees to issue and sell to Lunn, and Lunn agrees, to purchase from the Company, at the Closing Xxxe, 120,000 shares of Series A Preferred Stock (the "Lunn Purchased Shares") for the aggregate purchase price of Two Milxxxx Dollars ($2,000,000) in cash (the "Lunn Purchase Price").
Purchase and Sale of Preferred Stock. (a) Subject to the terms and conditions herein set forth, the Company agrees that it will issue to the Purchaser, and the Purchaser agrees that it will acquire from the Company, at the Initial Closing, 10,000 shares of Preferred Stock (the "Initial Preferred Shares") for an aggregate purchase price of $10,000,000 (the "Initial Purchase Price"), in cash, by wire transfer of immediately available funds to an account designated by the Company in a notice delivered to the Purchaser no less than one day prior to the Closing Date.
(b) (i) The Company has the option of requiring the Purchaser (or, at the Purchaser's option, an Affiliate thereof) to acquire from time to time (in multiples of $5,000,000) before January 15, 2001 up to 15,000 additional shares of Preferred Stock (the "Additional Option Shares") at a price of $1,000 per share.
(ii) If the Company has equaled or exceeded the Acquisition Threshold on or before the first anniversary of the Initial Closing Date, the Purchaser shall have the one-time option (the "Purchaser Option") to elect, on or before the first anniversary of the Initial Closing, to acquire an additional 10,000 shares of Preferred Stock (such shares, together with the Additional Option Shares, the "Additional Shares") at a price of $1,000 per share; provided, however, that the total number of shares of Preferred Stock to be acquired by the Purchaser upon exercise of the Purchaser Option shall be reduced to the extent necessary so that the aggregate purchase price of the Initial Preferred Shares and the Additional Shares does not exceed $25,000,000; provided, further, that if the Company has not equaled or exceeded the Acquisition Threshold on or before the first anniversary of the Initial Closing Date, the Purchaser Option shall be extended until the second anniversary of the Initial Closing and may be exercised by the Purchaser until that time if the Acquisition Threshold is then equaled or exceeded. In addition, the Company shall give the Purchaser notice within 10 days of the closing of any acquisition occurring prior to the expiration of the Purchaser Option that is to be included when determining if the Acquisition Threshold has been equaled or exceeded.
(iii) The Company shall give the Purchaser written notice of its election to sell Additional Shares pursuant to clause (b)(i) and the Purchaser shall give the Company written notice of its election to purchase Additional Shares pursuant to clause (b)(ii), as the case may be, on a d...
