Purchase and Sale of the Series A Preferred Stock. Subject to all of the terms and conditions of this Agreement, and in reliance upon the representations and warranties and other agreements hereinafter set forth, at the Closing, the Company hereby agrees to sell, issue and convey to Investor, and Investor hereby agrees to purchase from the Company, 50,000 shares of Series A Preferred Stock, free and clear of all Liens (except for restrictions on transfer imposed by applicable securities Laws), in exchange for the Purchase Price. The shares of Series A Preferred Stock to be issued and sold by the Company to Investor pursuant to this Agreement are collectively referred to as the “Series A Shares”.
Purchase and Sale of the Series A Preferred Stock. On the terms and conditions set forth in this Agreement, at the Closing, the Investor will purchase from the Company, and the Company will issue, sell and deliver to the Investor, free and clear of all Liens, a number of shares of Series A Preferred Stock equal to (x) the Purchase Price (as defined below) divided by (y) 1,000, for an aggregate purchase price equal to the Purchase Price, such amount to be paid in full, in cash, to the Company at the Closing. “Purchase Price” means an amount equal to $310,000,000.00; provided that the Investor and the Company may, on or before the third Business Day prior to the Closing Date, agree in writing to increase or decrease the Purchase Price; provided, however, that in no event shall the Purchase Price be (a) more than $320,000,000.00 or (b) less than an amount equal to (i) the sum of (A) the Closing Date Merger Consideration (as defined in the Merger Agreement) plus (B) all transaction costs, fees and expenses incurred or payable by the Company or on its behalf, together with transaction any costs, fees and expenses incurred by another Person that the Company has agreed to reimburse, in each case, in connection with the preparation, execution, and delivery of the Transaction Documents and the transactions contemplated thereby, minus (ii) the aggregate amount of Debt Financing Commitments and Alternative Financing Commitments (as each such term is defined in the Merger Agreement) funded at the Closing.
Purchase and Sale of the Series A Preferred Stock. Subject to all of the terms and conditions of this Agreement, and in reliance upon the representations and warranties and other agreements hereinafter set forth, at the Closing, the Company hereby agrees to sell, issue and convey to Investors, and Investors hereby agree to purchase from the Company, severally and not jointly, 50,000 shares of Series A Preferred Stock, free and clear of all Liens (except for restrictions on transfer imposed by the Series A Certificate of Designation and applicable securities Laws), in exchange for the Purchase Price, as set forth on Schedule I hereto. The shares of Series A Preferred Stock to be issued and sold by the Company to Investors pursuant to this Agreement are collectively referred to as the “Series A Shares”.
Purchase and Sale of the Series A Preferred Stock. On each Funding Date (as defined in Section 1C below), the Company shall sell to those Purchasers participating in such Funding Date, and subject to the terms and conditions set forth herein, such Purchasers shall purchase from the Company, the number of shares of the Series A Preferred Stock set forth on such Purchaser’s counterpart signature page hereto, at a purchase price of $2.00 per share, for an aggregate maximum purchase price payable by all Purchasers collectively of up to $6,000,000, payable in accordance with Section 1C.
Purchase and Sale of the Series A Preferred Stock. On the initial Closing Date, upon the terms and subject to the conditions set forth herein, concurrent with the execution and delivery of this Agreement by the parties hereto, the Investor agrees to purchase, and the Company agrees to sell 30 shares of Series A Preferred Stock, each share having a Stated Value of $2,500.00 in exchange for an amount equal to the Purchase Price multiplied by the number of shares of Series A Preferred Stock being purchased divided by 100. The Company and the Investor agree that the Company shall have the right to require the Investor to purchase up to 70 additional shares of Series A Preferred Stock , in an amount of 20 shares at a time, upon the Company providing written request to the Investor (the “Put Notice”). Upon receipt of the Put Notice, the Investor shall be required to purchase such number of shares of Series A Preferred Stock as specified in the Put Notice by delivering to the Company, within three (3) business days of receipt of the Put Notice, an amount by wire transfer to the Company’s bank account as specified on the Put Notice, an amount equal to the Purchase Price multiplied by the number of shares of Series A Preferred Stock specified in the Put Notice divided by 100.
Purchase and Sale of the Series A Preferred Stock. (i) In reliance upon the Buyers’ representations and warranties and agreements contained in Section 2 and Section 8(o) hereof and subject to the satisfaction (or waiver) of the conditions set forth in Sections 5 and 6 below, at the closing of the Offering (the “Closing”), the Sellers, collectively, shall sell to each Buyer the number of shares of Series A Preferred Stock set forth below such Buyer’s signature on the signature pages hereto. The allocation of shares of Series A Preferred Stock to be sold by each Seller to any particular Buyer shall be as determined by the Sellers.
(ii) In reliance upon the representations and warranties of the Sellers contained in Section 3 hereof, and subject to the terms and conditions set forth herein, each Buyer severally, but not jointly, shall purchase the shares of Series A Preferred Stock to be purchased by such Buyer from the Sellers as set forth below such Buyer’s signature on the signature pages hereto.
Purchase and Sale of the Series A Preferred Stock. (a) At the Closing, and upon all of the terms and subject to the fulfillment or waiver by the party benefitting therefrom of all of the conditions of this Agreement, Issuer shall issue, sell and deliver to Acquiror, and Acquiror shall purchase and accept from Issuer, all of the right, title and interest in and to the Series A Preferred Stock, free and clear of any and all Liens.
(b) Notwithstanding anything to the contrary contained in this Agreement, the transfer of title to the Series A Preferred Stock shall become effective only upon receipt by Issuer of the Consideration.
Purchase and Sale of the Series A Preferred Stock. Subject to the terms and conditions set forth herein, at the Closing (as defined below), the Company shall issue to the Purchasers, severally and not jointly, and, subject to the terms and conditions set forth herein, each Purchaser, severally and not jointly, shall acquire from the Company, shares of Series A Preferred Stock at a price of $1,000 per share. The number of shares to be acquired by each of the Purchasers at the Closing is set forth on Exhibit B attached hereto.
Purchase and Sale of the Series A Preferred Stock. The Corporation agrees to sell to the Investor, and the Investor agrees to purchase from the Corporation, at the Closing (as hereinafter defined) and upon the terms and conditions hereinafter set forth, 2,027 number of shares of Series A Preferred Stock (the "Shares"). The purchase price for the Shares to be sold pursuant to this Agreement shall be $863.33 per share so purchased.
Purchase and Sale of the Series A Preferred Stock
