Purchase and Sale of Series C Preferred Stock Sample Clauses

Purchase and Sale of Series C Preferred Stock. Subject to the terms --------------------------------------------- and conditions set forth herein, the Company agrees to issue and sell to Purchaser, and Purchaser agrees that it will purchase from the Company at the Purchase Price, on the Closing Date, the Purchased Shares.
Sample 1
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Purchase and Sale of Series C Preferred Stock. (a) The Company has adopted and filed with the Secretary of State of the State of Delaware prior to the date hereof, the Certificate of Designations to create the Series C Preferred Stock.
Sample 1
Purchase and Sale of Series C Preferred Stock. Subject to the terms and conditions hereof, and in reliance upon the representations, warranties and agreements contained herein, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, the number of shares of Series C Preferred Stock set forth next to such Purchaser's name on Exhibit B hereto (the shares to be purchased by each Purchaser hereunder being hereinafter referred to as the "Shares") for the purchase price set forth next to such Purchaser's name on Exhibit B hereto (the purchase price to be paid by each Purchaser hereunder for the Shares being hereinafter referred to as the "Purchase Price"). At the Closing, the Company shall deliver to each Purchaser, against receipt of the Purchase Price, a certificate representing the Shares, which certificate each Purchaser agrees shall bear a legend in substantially the form specified below, it being agreed that the Company shall promptly remove such legend upon the satisfaction of the requirements set forth in clause (1) or (2) of such legend, to the extent appropriate: "The securities represented by this certificate have been acquired for investment only and have not been registered under the Georgia Securities Act of 1973, as amended (the "Georgia Act"), in reliance on the exemption contained in Section 9(13) of the Georgia Act, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and have not been registered under any other applicable securities laws. Accordingly, the securities are "restricted securities" within the meaning of said laws. The securities may not be offered, sold, exchanged, pledged, hypothecated or otherwise disposed of in the absence of (1) a registration statement being then in effect under the Securities Act, the Georgia Act and/or any other applicable securities laws; or (2) an opinion of counsel to the shareholder (including any in-house counsel of the shareholder), which counsel must be, and the form and substance of which opinion are, reasonably satisfactory to the issuer, that the transaction is exempt from registration under said laws or is in compliance with said laws. The securities shall not be transferred upon the issuer's books and records except upon compliance with the foregoing. The issuer will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative...
Sample 1
Purchase and Sale of Series C Preferred Stock. 1.1 Sale and Issuance of Series C Preferred. The Company shall sell to WRC and WRC shall purchase from the Company, the number of shares of Series C Preferred set forth on Exhibit A in exchange for the payments set forth on Exhibit A and the rights granted to the Company pursuant to the License Agreement (the "License Agreement") attached hereto as Exhibit H, on the terms and subject to the conditions set forth in this Agreement. The shares of Series C Preferred sold to WRC are referred to as the "Shares."
Sample 1
Purchase and Sale of Series C Preferred Stock. 1.1 AUTHORIZATION OF SERIES C PREFERRED STOCK. The Company has, or before the Initial Closing (as hereinafter defined) will have, authorized the issuance and sale of up to Five Million Eight Hundred Eighty-Two Thousand Three Hundred Fifty-Three (5,882,353) shares (the "Shares") of its Series C Preferred Stock, having the rights, restrictions, privileges and preferences as set forth in the Certificate of Designation attached to this Agreement as EXHIBIT B, as amended pursuant to a Certificate of Amendment to Restated Certificate of Incorporation in substantially the form of EXHIBIT F attached hereto.
Sample 1
Purchase and Sale of Series C Preferred Stock 
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Related to Purchase and Sale of Series C Preferred Stock

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • 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.

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). 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 Regulation S promulgated thereunder. 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 Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

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