Purchase and Sale of Series E Preferred Stock Sample Clauses

Purchase and Sale of Series E Preferred Stock. Subject to the terms set forth herein and in reliance upon the representations set forth below, (i) the Company shall issue and sell to the Purchaser and the Purchaser shall purchase from the Company [__________] shares of Series E Preferred Stock (subject to adjustment pursuant to Section 2.5), for an aggregate purchase price of $[____________] ($1.75 per share of Series E Preferred Stock) (the "Purchase Price"), and (ii) the Purchaser shall contribute, assign, transfer, convey and deliver to the Company, all of such Purchaser's right, title and interest in and to all shares of Series D Preferred Stock held by the Purchaser, and, in consideration therefor, the Company shall issue and deliver an equal number of shares of Series E Preferred Stock. Immediately following the Closing, the Purchaser shall own [____]% 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(c), and the conversion of the Series E Preferred Stock into Common Stock, all as of the Closing ("Fully Diluted Basis")).
Sample 1
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Purchase and Sale of Series E Preferred Stock. Subject to the terms set forth herein and in reliance upon the representations set forth below, the Company shall issue to the Purchaser an aggregate of 14,285,714 shares of Series E Preferred Stock (subject to adjustment pursuant to Section 2.5) which shall represent (i) 1,142,857 shares of Series E Preferred Stock to be issued by the Company to the Original Purchaser upon the conversion of the Bridge Note, (ii) 10,857,143 shares of Series E Preferred Stock which shall be sold by the Company to the Purchasers for an aggregate purchase price of $19,000,000 ($1.75 per share of Series E Preferred Stock) (the “Purchase Price”), and (iii) 2,285,714 shares of Series E Preferred Stock to be issued and delivered by the Company in consideration for which the Original Purchaser shall contribute, assign, transfer, convey and deliver to the Company, all of such Original Purchaser’s right, title and interest in and to all 2,285,714 shares of Series D Preferred Stock held by the Original Purchaser. Immediately following issuance of all the shares of Series E Preferred Stock described in Sections 2.1(i), (ii) and (iii), the Purchasers shall own 41.1% 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(c), and the conversion of the Series E Preferred Stock into Common Stock, all as of the Closing (“Fully Diluted Basis”)), excluding, for purposes of this calculation, shares of Common Stock and options to purchase shares of Common Stock to be issued or granted to Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxxx and Xxxxx Xxxxxxx as set forth on Schedule 3.6.
Sample 1
Purchase and Sale of Series E Preferred Stock. At the Closing (as --------------------------------------------- herein defined), the Company will sell to each of you (collectively, the "Series ------ E Purchasers") the number of shares of the Company's Series E Preferred Stock, ------------ par value $.01 per share (the "Series E Preferred Stock"), and each of the ------------------------ Purchasers will purchase, the number of shares of Series E Preferred Stock set forth opposite each such Purchaser's name on Schedule 1.1 hereto for the ------------ purchase price of $7.50 per share. The aggregate number of shares to be sold and purchased pursuant to this Section 1.1 shall be 4,333,334 for an aggregate purchase price of $32,500,005 payable as provided in Section 1.3. The Series E Preferred Stock shall have the rights, terms and privileges as set forth on Exhibit A attached hereto. The shares of Series E Preferred Stock purchased --------- pursuant to this Agreement are referred to herein as the "Purchased Shares." ----------------
Sample 1
Purchase and Sale of Series E Preferred Stock 
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Related to Purchase and Sale of Series E 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.

  • 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 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 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 B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • 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.

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