PURCHASE AND SALE OF THE SERIES A PREFERRED Sample Clauses

PURCHASE AND SALE OF THE SERIES A PREFERRED. At the Closing, the Company shall sell to the Purchaser and, subject to the terms and conditions set forth herein, the Purchaser shall purchase from the Company, for a purchase price of $5,000,000, 10,000 shares of convertible preferred stock (the "Preferred Stock") convertible into an aggregate of 1,424,500 shares, par value $0.01 per share (the "Common Stock") (approximately $3.51) per share, subject to adjustment as set forth in the Certificate of Designations (the "Certificate") of the Preferred Stock in the form attached hereto as Exhibit A.
Sample 1
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PURCHASE AND SALE OF THE SERIES A PREFERRED. STOCK 1 1.1 Purchase and Sale of the Series A Preferred Stock 1 1.2 The Closing 2 1.3 Deliveries at the Closing 2
Sample 1
PURCHASE AND SALE OF THE SERIES A PREFERRED. STOCK 1 1.1 Purchase and Sale of the Series A Preferred Stock 1 1.2 The Closing 2 1.3 Conditions to the Closing 2 1.4 Deliveries at the Closing 3 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY 5 2.1 Organization, Good Standing and Qualification 5 2.2 Authorization 5 2.3 No Conflict, Breach, Violation or Default 5 2.4 Capitalization 6 2.5 Valid Issuance 7 2.6 Company Filings; Financial Statements; Liabilities 7 2.7 Internal Controls 8 2.8 Private Placement 8 2.9 Absence of Changes 8 2.10 Compliance with Laws 9 2.11 Litigation 10 2.12 Distributors 10 2.13 Suppliers 11 2.14 Material Contracts 11 2.15 Tax Matters 12 2.16 Property 12 2.17 Employee Benefits Matters 13 2.18 Labor Matters 13 2.19 Intellectual Property 14 2.20 Environmental Matters 15 2.21 Transactions with Affiliates 15 2.22 Insurance Coverage 15 2.23 Brokers and Finders 15 2.24 Pioneer Merger Agreement 15 2.25 No Additional Representations 15 ARTICLE III REPRESENTATIONS AND WARRANTIES OF INVESTOR 16 3.1 Organization and Existence 16 3.2 Authorization 16 3.3 Private Placement 16 3.4 Financial Capability 16
Sample 1

Related to PURCHASE AND SALE OF THE SERIES A PREFERRED

  • 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 the Securities (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 98.974% of the principal amount thereof plus accrued interest, if any, from the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein.

  • Purchase and Sale of the Sponsor Warrants (i) On the date of the consummation of the Public Offering or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 7,000,000 Sponsor Warrants at a price of $1.00 per warrant for an aggregate purchase price of $7,000,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior to the Initial Closing Date in accordance with the Company’s wiring instructions. On the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Sponsor Warrants purchased on such date duly registered in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

  • 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.

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, 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 Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, Buyer agrees to purchase, at each Closing, and Company agrees to sell and issue to Buyer, at each Closing, Debentures in the amount of the Purchase Price applicable to each Closing as more specifically set forth below.

  • Purchase and Sale of the Shares and Warrants Subject to the terms and conditions of this Agreement, on the Closing Date, each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to the Investors, the Shares and Warrants in the respective amounts set forth opposite the Investors’ names on the signature pages attached hereto in exchange for the Purchase Price as specified in Section 3 below.

  • Purchase and Sale of Convertible Debentures 5 2.2 Purchase and Sale; Purchase Price................................5 2.2 Execution and Delivery of Documents; the Closing.................6 2.3 The Post-Closing.................................................7

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