Purchase and Sale of Series B Preferred Stock. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, up to One Hundred (100) shares of the Company’s 4% Cumulative Perpetual Series B Preferred Stock (the “Series B Shares” or the “Securities”), par value $0.0001 per share and stated value of $100,000 per share, in the amounts set forth opposite such Purchaser’s name on Exhibit A hereto. The designation, rights, preferences and other terms and provisions of the Series B Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series B Preferred Stock attached hereto as Exhibit B (the “Certificate of Designation”). 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/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.
Purchase and Sale of Series B Preferred Stock. On the Effective Date, the Company shall issue and sell to Purchaser, and Purchaser shall purchase from the Company, 500 shares of Series B Preferred Stock for an aggregate cash purchase price of $500,000.
Purchase and Sale of Series B Preferred Stock. Subject to the terms and conditions hereof and in reliance upon the representations, warranties and agreements contained herein, the Company agrees to issue and sell to the Purchasers, and each of the Purchasers agrees to purchase from the Company, the number of Series B Shares set forth opposite such Purchaser's name on Schedule 1 attached hereto, at a cash purchase price of $1.00 per share.
Purchase and Sale of Series B Preferred Stock. Section 1.1 Purchase and Sale of Series B Preferred Stock. Upon the following terms and conditions, the Company shall issue and sell to each Investor, and each Investor shall purchase from the Company, the number of shares set forth opposite the name of such Investor under the heading "Number of Shares to be Purchased" on Schedule 1 of the Company's Series B 5% PIK Cumulative Convertible Preferred Stock (collectively, the "Shares") having the rights, designations and preferences set forth in Schedule 2 hereto.
Purchase and Sale of Series B Preferred Stock. (a) Upon execution of this Agreement, Director shall purchase, and X’Xxxxxxxx shall sell, 8,100 shares of Series B preferred stock at a price of $.01 per share. X’Xxxxxxxx shall deliver to Director the certificate representing such shares of Series B preferred stock, and Director shall pay to X’Xxxxxxxx an amount equal to $81.00 by check to X’Xxxxxxxx.
(b) As a condition precedent to the purchase and sale of the Series B preferred stock pursuant to the terms and conditions of this Agreement, Director shall become party to the Stockholders Agreement by and among X’Xxxxxxxx, BRS and the stockholders of X’Xxxxxxxx, dated as of November 30, 1999 (as amended, restated or modified from time to time, the “Stockholders Agreement”) and the Registration Rights Agreement by and among X’Xxxxxxxx, BRS and the stockholders of X’Xxxxxxxx, dated as of November 30, 1999 (as amended, restated or modified from time to time, the “Registration Rights Agreement”), in each case by executing and delivering a copy of the Joinder to Stockholders Agreement and Joinder to Registration Rights Agreement in the form of Annex A and Annex B, respectively, attached hereto.
(c) Within 30 days after Director purchases any Series B preferred stock from X’Xxxxxxxx, Director shall make an effective election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code and the regulations promulgated thereunder in the form of Annex C attached hereto.
(d) In connection with the purchase and sale of the Series B preferred stock hereunder, Director represents and warrants to X’Xxxxxxxx that:
i. The Series B preferred stock to be acquired by Director pursuant to this Agreement shall be acquired for Director’s own account and not with a view to, or intention of, distribution thereof in violation of the Securities Act, or any applicable state securities laws, and the Series B preferred stock shall not be disposed of in contravention of the Securities Act or any applicable state securities laws.
ii. Director is an accredited investor as such term is defined in Regulation D promulgated pursuant to Section 4(2) of the Securities Act. Director acknowledges and agrees that the Series B preferred stock is being issued and sold in reliance on the exemption from registration contained in Section 4(2) of the Securities Act and exemptions contained in applicable state securities laws, and that the Series B preferred stock cannot and will not be sold or transferred except in a transaction th...
Purchase and Sale of Series B Preferred Stock. 1.1 Sale and Issuance of Series B Preferred Stock. ----------------------------------------------
(a) The Board of Directors of 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 Certificate of Designation (the "Certificate of Designation") in substantially the form attached hereto as Exhibit A designating --------- 642,583 shares of Preferred Stock as Series B Preferred Stock.
(b) Subject to the terms and conditions of this Agreement, the Company shall sell, and the Investors shall purchase, an aggregate of 642,583 shares of Series B Preferred Stock (the "Preferred Shares"). Each Investor agrees severally to purchase, and the Company agrees to sell to each Investor, the number of Preferred Shares as set forth opposite such Investor's name on the Schedule of Investors attached as Exhibit B to this Agreement (the "Schedule of --------- Investors"). The purchase price to be paid by each Investor for such Preferred Shares is $2.33433 per share, as set forth on Exhibit B to this Agreement, and --------- the aggregate purchase price to be paid by all of the Investors shall equal $1,500,000.
Purchase and Sale of Series B Preferred Stock. 1.1 Sale and Issuance of Series B 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, severally and not jointly, 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 B Convertible Preferred Stock (the "SERIES B STOCK") listed opposite such Purchaser's name on Exhibit A attached hereto at a purchase price of $4.8909 per share (the "SERIES B PRICE") for an aggregate sale of 25,557,661 shares of Series B Stock for an aggregate purchase price of $124,999,964.23 (the "PROCEEDS"). The shares of Series B Stock issued to each Purchaser pursuant to this Agreement are hereinafter referred to as the "STOCK."
Purchase and Sale of Series B Preferred Stock. Upon the terms and --------------------------------------------- subject to the conditions herein contained, at the Closing (as defined herein) on the Closing Date (as defined herein), the Company agrees that it will issue and sell to each of the Purchasers, and each Purchaser agrees that it will acquire and purchase from the Company, the number of shares of Series B Preferred Stock listed next to such Purchaser's name on Schedule 1 hereto. The ---------- purchase price of the Series B Preferred Stock shall be $8.00 per share. The aggregate purchase price of such Series B Preferred Stock shall be $15,000,000 (the "Purchase Price"). --------------
Purchase and Sale of Series B Preferred Stock. Section 1.1 Purchase and Sale of Series B Preferred Stock. Subject to the terms and conditions set forth herein (including, without limitation, the provisions of Article IV hereof), Cityscape hereby agrees to issue and sell to each of the Investors severally, and each of the Investors severally hereby agrees to purchase from Cityscape on the date hereof (the "Closing Date") such number of shares of Series B Preferred Stock as are indicated next to such Investor's name on the counterpart of the signature page executed by such Investor, and (ii) such number of related Warrants as are indicated next to such Investor's name on the counterpart of the signature page executed by such Investor against payment of the aggregate Purchase Price therefor, as provided in Section 1.2 hereof. Cityscape shall issue and sell to the Investors an aggregate of 5,000 shares of Preferred Stock.
Purchase and Sale of Series B Preferred Stock. (a) Subject to the terms and conditions of this Agreement, on the closing of the Business Combination, A.G.P. agrees to purchase from the Company, and the Company agrees to sell and issue to each of A.G.P., 4,370 Shares at $1,000 per Share. To facilitate the issuance of shares in accordance with the provisions of this Agreement, the Company may round the number of Shares allocated to A.G.P. up to the nearest whole number. The Company acknowledges that the Deferred Amount shall be the only amounts that will be payable in full satisfaction of the purchase price for the Shares.
(b) As soon as practicable after the date of issuance of the Shares, the Company shall deliver to A.G.P. a certificate representing 4,370 Shares against delivery to the Company by A.G.P. of evidence of the cancellation of all amounts owing under the Underwriting Agreement.
