Purchase of Preferred Shares, Preferred Warrants and Common Warrants; Exchange Sample Clauses

Purchase of Preferred Shares, Preferred Warrants and Common Warrants; Exchange. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, (i) the Company shall issue and sell to each Purchasing Buyer, and each Purchasing Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) (A) the aggregate number of Preferred Shares as is set forth opposite such Purchasing Buyer’s name in column (3) or column (4), as applicable, on the Schedule of Purchasing Buyers, (B) solely to the extent specified on the Schedule of Purchasing Buyers, a Preferred Warrant to initially acquire up to that aggregate number of Warrant Preferred Shares as set forth opposite such Purchasing Buyer’s name in column (5) on the Schedule of Purchasing Buyers and (C) solely to the extent specified on the Schedule of Purchasing Buyers, a Purchased Common Warrant to initially acquire up to that aggregate number of Purchased Warrant Common Shares as is set forth opposite such Purchasing Buyer’s name in column (6) on the Schedule of Purchasing Buyers and (ii) pursuant to exemption provided by Section 4(a)(2) of the Securities Act and Rule 144(d)(3)(ii) of the Securities Act, in exchange for the Original Securities set forth opposite each applicable Exchange Buyer’s name in column (3) of the Schedule of Exchange Buyers the Company shall issue to each Exchange Buyer, and each Exchange Buyer severally, but not jointly, agrees to exchange such Original Securities with the Company on the Closing Date for (A) if such Original Security consists of an Existing Promissory Note, the aggregate number of Series H Exchange Preferred Shares as set forth opposite the name of such Original Security in the row under such Exchange Buyer’s name in column (6) of the Schedule of Exchange Buyers, (B) if such Original Security consists of Series C Preferred Stock, (x) solely to the extent specified on the Schedule of Exchange Buyers, the aggregate number of Series C-1 Exchange Preferred Shares as set forth opposite the name of such Original Security in the row under such Exchange Buyer’s name in column (4) of the Schedule of Exchange Buyers, and (y) the aggregate number of Series G Exchange Preferred Shares as set forth opposite the name of such Original Security in the row under such Exchange Buyer’s name in column (5) of the Schedule of Exchange Buyers and (C) with respect to any other Original Security, (x) such aggregate number of Exchange Preferred Shares as is set forth opposite such Exchange Buyer’s name ...
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Related to Purchase of Preferred Shares, Preferred Warrants and Common Warrants; Exchange

  • Purchase of Preferred Shares Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, the number of Preferred Shares set forth below such Purchaser’s name on the signature page of this Agreement at a per Preferred Share price equal to the Purchase Price.

  • 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.

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

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

  • 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."

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • 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.

  • Transfer of Preferred Shares Subject to compliance with applicable securities laws, Treasury shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Preferred Shares at any time, and the Company shall take all steps as may be reasonably requested by Treasury to facilitate the Transfer of the Preferred Shares, including without limitation, as set forth in Section 4.4, provided that Treasury shall not Transfer any Preferred Shares if such transfer would require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already subject to such requirements. In furtherance of the foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Company and its business as a proposed transferee may reasonably request and making management of the Company reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • 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.

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