Purchase of Preferred Stock. (a) The SIA hereby covenants, warrants and agrees that, in regard to any purchase of the Preferred Stock by its clients, it will comply with all the terms and conditions of the Registration Statement and the Prospectus, all applicable state and federal laws, including the Securities Act, the Investment Advisers Act and any and all regulations and rules pertaining thereto. Neither the SIA nor any other person shall have any authority to give any information or make any representations or warranties in connection with the Preferred Stock other than the information contained in the Registration Statement and Prospectus.
(b) Clients of the SIA, or the SIA on behalf of its clients where the SIA has been granted discretionary trading authority, may purchase the Preferred Stock according to all the terms and conditions as are contained in the Registration Statement and the Prospectus. The SIA shall comply with all requirements set forth in the Registration Statement and the Prospectus and shall use and distribute, in connection with the purchase of Preferred Stock by its clients, only the Prospectus and such sales literature supplied to the SIA by the Dealer Manager with the Prospectus. The Dealer Manager reserves the right to establish such additional procedures as it may deem necessary to ensure compliance with the requirements of the Registration Statement, the Prospectus and applicable laws, and the SIA shall comply with all such additional procedures to the extent that it has received written notice thereof.
(c) If using DRS Settlement:
(i) Clients of the SIA shall complete the subscription agreement which accompanies the Prospectus in connection with the purchase of the Preferred Stock. The SIA will process the subscription agreement and payment according to the SIA’s custodian’s applicable procedures. If any subscription agreement is rejected, the subscription agreement and funds for the purchase of Preferred Stock will be returned to the rejected subscriber within ten (10) business days from the date of rejection. As used in this Agreement, “business day” means any day other than a Saturday, Sunday or a day on which banking institutions in the State of New York are authorized or obligated by law or executive order to close; and
(ii) Payments for Preferred Stock shall be made by wire transfer to the Escrow Agent (as defined below) or checks payable to “UMB Bank, N.A., Escrow Agent for Prospect Capital Corporation”. Financial Intermediary shall forward orig...
Purchase of Preferred Stock. GSK shall purchase from ChemoCentryx Twenty Five Million U.S. Dollars ($25,000,000) worth of Series D Preferred Stock of ChemoCentryx on the terms and conditions set forth in the Stock Purchase Agreement.
Purchase of Preferred Stock. Purchaser, intending to be legally bound, hereby purchases from the Company, and the Company hereby sells and issues to the Purchaser, 141,774 shares (the “Purchased Shares”) of the Company’s Series D Preferred Stock, $0.00001 par value per share (“Series D Preferred Stock”) upon the terms and conditions described herein. The Purchased Shares are convertible into shares of the Company’s Common Stock, $0.00001 par value per share, pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation (such shares of Common Stock, the “Conversion Shares,” and together with the Purchased Shares, the “Securities”).
Purchase of Preferred Stock. If, but only if, the IPO is consummated on or prior to December 31, 2005, BCC shall purchase from OMX, and OMX shall sell to BCC, on or promptly after the IPO Date, all of OMX's right, title and interest in and to the shares of Preferred Stock owned by OMX, for an aggregate purchase price (the "Preferred Stock Purchase Price") equal to (i) $36,367,347 (being the aggregate Liquidation Value, as defined in the BCC Certificate, of such shares), plus (ii) Series A Preferred Accumulated Dividends (as defined in the BCC Certificate), plus (iii) all other accrued and unpaid dividends on the Liquidation Value and Series A Preferred Accumulated Dividends of the Preferred Stock (calculated in the cases of clauses (ii) and (iii) through the repurchase date in accordance with the BCC Certificate). OMX represents and warrants to BCC that, as of the date of this Agreement, OMX owns and as of the date of the purchase and sale contemplated by this Section 1B, will own, all right, title and interest in and to the Preferred Stock being so purchased and sold.
Purchase of Preferred Stock. Subject to the terms and conditions in this Agreement, the Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to the Purchaser 23,850 shares of Series C Preferred Stock and 100,000 shares of Common Stock.
Purchase of Preferred Stock. On each Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Preferred Stock as is set forth immediately below the Buyer’s name on the signature pages hereto.
Purchase of Preferred Stock. Upon the terms and subject to the conditions hereof, Parent shall purchase, and Holdings shall issue and sell to Parent, for an amount in cash equal to the Purchase Price, a number of shares of Series B Non-Participating Preferred Stock issued pursuant to the Certificate of Designation (“Series B Preferred Stock”) equal to the Purchase Price divided by the Liquidation Value (such number of shares, the “Series B Amount”).
Purchase of Preferred Stock. Subject to the terms and conditions set forth in this Agreement, the Company desires to sell to the Investor, and the Investor desires to purchase from the Company, the Purchase Shares as follows:
Purchase of Preferred Stock. 6 2.1 Purchases...............................................................................................6 2.2 Notices of Purchases....................................................................................6 2.3 Commitment Fee..........................................................................................6
Purchase of Preferred Stock. At the Effective Date, (i) Appaloosa will purchase all of the 9,478,887 shares of Series A-1 Preferred Stock for an aggregate purchase price of $400 million and (ii) the Co-Lead Investors shall purchase all of the 9,394,092 shares of Series B Preferred Stock, for an aggregate purchase price of $400 million. The aggregate stated value of the Series A-1 Preferred Stock shall be $400 million and the aggregate stated value of the Series B Preferred Stock shall be $400 million (in each case, the “Stated Value”).
