Purchase and Sale of Series A Preferred Stock. Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and an Investor set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to such Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and such Investor shall purchase (a) at the First Closing the number of Series A Preferred Shares set opposite such Investor’s name in the column labeled “Series A Preferred Shares to be purchased at the First Closing” in Appendix I from the Company at a purchase price of $3.7999696 per share and (b) at the Second Closing the number of Series A Preferred Shares set opposite such Investor’s name in the column labeled “Series A Preferred Shares to be purchased at the Second Closing” in Appendix I from the Company at a purchase price of $3.7999696 per share. The Series A Preferred Shares shall accrue dividends from the date of issuance.
Purchase and Sale of Series A Preferred Stock. Upon the following terms and conditions, Piedmont shall issue and sell to the Purchaser and the Purchaser shall purchase from Piedmont, Two Hundred Thousand (200,000) shares of Piedmont Series A Preferred Stock (the “Series A Preferred Shares”) The aggregate purchase price for the Preferred Shares shall be Four Hundred Seventy Nine Thousand Two Hundred Ninety Dollars ($479,290) (the “Purchase Price”) and paid pursuant to the terms of a promissory note, in substantially the form attached hereto as Exhibit A (the “Promissory Note”). The designation, rights, preferences and other terms and provisions of the Series A Preferred Stock are set forth in the Certificate of Designation attached hereto as Exhibit B (the “Certificate of Designation”). Piedmont and the Purchaser are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) and the safe harbor under Rule 506 of Regulation D (“Regulation D”) as promulgated by the United State Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
Purchase and Sale of Series A Preferred Stock. (a) At the Closing (as herein defined) and prior to the Company's redemption of shares of Common Stock as provided in Article II hereof (the "Redemption Transaction"), the Company will sell to you (the "Purchasers") an aggregate of 114,000 shares of the Company's Series A Preferred Stock, par value $.01 per share (the "Series A Preferred Stock"), at a price of $100 per share, for an aggregate purchase price of $11,400,000, and (b) at the Closing and after giving effect to the Redemption Transaction, the Company will sell to the Purchasers an aggregate of 4,160,000 shares of the Company's Common Stock, par value $1.00 per share (the "Common Stock"), at a price of $.024 per share, for an aggregate purchase price of $100,000. The Series A Preferred Stock shall have the rights, terms and privileges set forth on Exhibit A attached hereto. The shares of Series A Preferred Stock and Common Stock purchased pursuant to this Section 1.1 are referred to herein as the "Preferred Shares" and "Common Shares," respectively. The number of
Purchase and Sale of Series A Preferred Stock. At the closing of the transactions contemplated by Section 2.2 of this Agreement (the "Closing"), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, the number of shares of Series A Preferred Stock (the "Preferred Shares") set forth opposite on Schedule A hereto, for an aggregate price in immediately available United States funds (the "Purchase Price") set forth on Schedule A hereto. At the Closing (a) the Company shall deliver to the Purchaser a certificate or certificates representing the Preferred Shares being purchased by the Purchaser, and (b) the Purchaser will deliver to the Company the aggregate purchase price therefor by wire transfer of immediately available funds. The Purchaser agrees, so long as required by law, that the certificates representing the Preferred Shares and shares of Common Stock issuable upon conversion of the Purchaser's Preferred Shares shall bear a legend in substantially the following form: "The shares represented by this certificate are "restricted securities" as that term is defined in Rule 144 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or otherwise transferred, pledged or hypothecated except in a transaction registered under the Securities Act or in a transaction exempt from such registration."
Purchase and Sale of Series A Preferred Stock. 2.1 Purchase and Sale of Series A Preferred Stock. Subject to the terms set forth herein and in reliance upon the representations set forth below, the Company shall issue and sell to the Purchasers severally in accordance with the Allocation Notice, and the Purchasers shall purchase severally and not jointly from the Company the Series A Preferred Stock, for an aggregate purchase price of $150.0 million (the "Purchase Price").
Purchase and Sale of Series A Preferred Stock. Subject to the terms and conditions of this Agreement, Xxxxx agrees to purchase from the Company, and the Company agrees to sell to Buyer, shares of Series A Preferred Stock, at a price equal to $10.00 per share for a total purchase price of $ (the “Purchase Price”). The Purchase Price shall be payable to the Company.
Purchase and Sale of Series A Preferred Stock. Subject to the terms and conditions of this Agreement, HSN agrees to purchase and NRI agrees to issue and sell to HSN 100,000 shares of Series A Preferred Stock, $.01 par value per share, of NRI (the "Series A Preferred Stock").
Purchase and Sale of Series A Preferred Stock. 1.1 Sale and Issuance of Series A Preferred. The Company shall sell to the Investor and the Investor shall purchase from the Company the number of shares of Series A Preferred as set forth opposite the name of such Investor on Exhibit A in exchange for the assignment and license of certain technology from Microcide to the Company as set forth in the Core Technology Development and License Agreement between Microcide and the Company of even date herewith (the "License Agreement"). The shares of Series A Preferred sold to the Investor are referred to as the "Shares."
Purchase and Sale of Series A Preferred Stock. 2.1 Purchase and Sale of Series A Preferred Stock. Subject to the terms set forth herein and in reliance upon the representations set forth below, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase from the Company 6,956,522 shares of Series A Preferred Stock, for an aggregate purchase price of $80,000,003 (subject to increase pursuant to Section 2.2) (the "Purchase Price"). Immediately following the Closing, and assuming the Maximum Number are tendered into the Offer, the Purchaser shall own 54.6% (subject to adjustment pursuant to Section 2.2) of the equity of the Company on a fully diluted basis (i.e., assuming the exercise of all Company Options (whether or not vested) and the issuance of all shares of Common Stock listed on Schedule 3.6, the granting and exercise of all the options or securities allowed pursuant to Section 5.6(iii) and the conversion of the Series A Preferred Stock into Common Stock, all as of the Closing ("Fully Diluted Basis")).
Purchase and Sale of Series A Preferred Stock. At the Closing, the Company shall sell to FCI and FILP and, subject to the terms and conditions set forth herein, FCI and FILP shall purchase the Shares from the Company for an aggregate purchase price of ten million dollars ($10,000,000) and five million dollars ($5,000,000), respectively.
