Purchase of Preferred Stock and Warrants Sample Clauses

Purchase of Preferred Stock and Warrants. On the Closing Date, such Subscriber will purchase the Preferred Stock and Warrants as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.
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Purchase of Preferred Stock and Warrants. Subject to the terms and conditions of this Agreement, the issuance, sale and purchase of the Preferred Stock and Warrants shall be consummated in a "Closing." The purchase price (the "Purchase Price") shall be TEN DOLLARS ($10.00) per Unit, for a Unit consisting of one share of Preferred Stock and one Warrant to purchase such number of shares of Common Stock as shall be equal to the number of shares of Common Stock that one share of Preferred Stock shall have been converted into pursuant to a mandatory conversion of Preferred Stock into Common Stock made at the option of the Company pursuant to Section 3(d) of Article SIXTH of the Certificate of Incorporation of the Company, as amended and in effect as of the date of the Closing. _______Units shall be sold pursuant to this Agreement. On the date of the Closing, subject to the satisfaction or waiver of the conditions set forth in ARTICLES VI and VII hereof, the Company shall issue and sell to each Purchaser, and each Purchaser severally agrees to purchase from the Company, the number of Units set forth on SCHEDULE 1 hereto. Each Purchaser's obligation to purchase Units hereunder is distinct and separate from each other Purchaser's obligation to purchase, and no Purchaser shall be required to purchase hereunder more than the number of Units set forth on SCHEDULE 1 hereto. The obligations of the Company with respect to each Purchaser shall be separate from the obligations of each other Purchaser and shall not be conditioned as to any Purchaser upon the performance of obligations of any other Purchaser. .
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Purchase of Preferred Stock and Warrants. Subject to the terms and the satisfaction or waiver of the conditions set forth in this Agreement, the issuance, sale and purchase of the Preferred Stock and the Warrants shall be consummated in two (2) separate closings. The first closing is hereinafter referred to as the "First Closing," and the second closing is hereinafter referred to as the "Second Closing (each of the First Closing and the Second Closing is sometimes referred to herein as a "Closing"). The purchase price (the "Purchase Price") per share of Preferred Stock shall be equal to $2,750. a. The Company shall consummate the Second Closing by (and only by) delivering a notice satisfying the conditions of this Section (the "Second Closing Notice") to Purchaser at least three (3) business days prior to the date that the Company desires to consummate the Second Closing. The Second Closing (if any) shall be consummated on the date which is five (5) days after the date on which the Registration Statement contemplated by Section 2.1 of the Registration Rights Agreement (the "Registration Statement") is declared effective. In the Second Closing Notice, the Company shall represent to Purchaser that (i) the Registration Statement is effective or will be declared effective at the Second Closing; (ii) the Company elects to consummate the transactions contemplated hereby as the Second Closing; and (iii) the conditions set forth in Section 7.2 hereof have been satisfied or will be satisfied upon the Second Closing. b. On the date of the First Closing, subject to the satisfaction or waiver of the conditions set forth in Articles VI and VII hereof, the Company shall issue and sell to Purchaser, and Purchaser, shall purchase from the Company (i) 1,000 shares of Preferred Stock, (ii) a Series A Warrant entitling the holder thereof to purchase 1,000,000 Warrant Shares and (iii) a Series B Warrant entitling the holder thereof to purchase 666,667
Sample 1
Purchase of Preferred Stock and Warrants. The purchase price (the ---------------------------------------- "Purchase Price") to be paid by each Purchaser for the Preferred Stock and -------------- Warrant being purchased by such Purchaser shall be equal to $1,000 times the ----- number of shares of Preferred Stock so purchased. Each Purchaser shall purchase the number of shares of Preferred Stock set forth on the signature page executed by such Purchaser. On the date of the Closing (as defined herein), subject to the terms and the satisfaction (or waiver) of the conditions set forth in Articles VI and VII, the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company (i) the number of shares of Preferred Stock set forth below such Purchaser's name on the signature pages hereof and (ii) a Warrant entitling the holder thereof to purchase the number of Warrant Shares as set forth in such Warrant. The aggregate purchase price for the Securities purchased at the Closing shall be fifteen million dollars ($15,000,000).
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Purchase of Preferred Stock and Warrants. Subject to the satisfaction or waiver of the terms and conditions of this Agreement, on the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer, severally and not jointly, agrees to purchase from the Company Preferred Stock having an aggregate Stated Value equal to the Subscription Amount (as defined in Section 10) and an accompanying number of Warrants (as described below) to purchase a number of shares equal to the Warrant Amount (as defined below).
Sample 1
Purchase of Preferred Stock and Warrants. Upon the terms and --------------------------------------------- subject to the satisfaction or waiver of the conditions set forth herein, the Company agrees to sell and each Investor agrees to purchase (i) the number of shares of Preferred Stock set forth below such Investor's name on the signature pages hereof and (ii) a Warrant. The purchase price for the Preferred Stock and Warrant being purchased by an Investor (the "Purchase Price") shall be equal to -------------- $15,000,000, provided that the Purchase Price shall be allocated between such Preferred Stock and Warrant as may be agreed between the Company and such Investor. The date on which the closing of the purchase and sale of the Preferred Stock and Warrants occurs (the "Closing") is hereinafter referred to ------- as the "Closing Date". The Closing will be deemed to occur when (A) this ------------- Agreement and the other Transaction Documents (as defined below) have been executed and delivered by the Company and each investor (if applicable), (B) each of the conditions to Closing described in Section 5 hereof has been satisfied or waived as specified therein and (C) full payment of each Investor's Purchase Price has been made by such Investor to the Company by wire transfer of immediately available funds against physical delivery by the Company of duly executed certificates representing the Preferred Stock and Warrant purchased by such Investor at the Closing.
Sample 1
Purchase of Preferred Stock and Warrants. Subject to the terms and conditions of this Agreement, the issuance, sale and purchase of the Preferred Shares and Warrants shall be consummated in a "Closing." The purchase price (the "Purchase Price") shall be ONE DOLLAR ($1.00) per Unit. Each Unit will purchase one (1) share of Preferred Stock, and a Warrant for the purchase of one (1) a share of Common Stock at an exercise price of ONE DOLLAR ($1.00), with a term of five (5) years. Each Purchaser agrees to purchase the amounts set forth on Schedule 1 hereof. On the date of the Closing, subject to the satisfaction or waiver of the conditions set forth in ARTICLES VI and VII hereof, the Company shall issue and sell to each Purchaser, and each Purchaser severally agrees to purchase from the Company, the number of shares of Preferred Stock set forth on the signature page executed by such Purchaser. Each Purchaser's obligation to purchase Preferred Shares and Warrants hereunder is distinct and separate from each other Purchaser's obligation to purchase, and no Purchaser shall be required to purchase hereunder more than the number of Preferred Shares and Warrants set forth on such Purchaser's signature page. The obligations of the Company with respect to each Purchaser shall be separate from the obligations of each other Purchaser and shall not be conditioned as to any Purchaser upon the performance of obligations of any other Purchaser.
Sample 1
Purchase of Preferred Stock and Warrants. On the Closing Date, the Subscriber will purchase the Units as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.
Sample 1
Purchase of Preferred Stock and Warrants. Subject to the terms and the satisfaction or waiver of the conditions set forth in this Agreement, the issuance, sale and purchase of the Preferred Stock and Warrants shall be consummated in three (3) separate closings. The first closing is hereinafter referred to as the "FIRST CLOSING," the second closing is hereinafter referred to as the "SECOND CLOSING," and the third closing is hereinafter referred to as the "THIRD CLOSING" (the First Closing, the Second Closing and the Third Closing sometimes referred to herein as a "CLOSING"). The purchase price (the "PURCHASE PRICE") per share of Preferred Stock shall be equal to $1,000. a. The Company may elect to consummate the Second Closing by (and only by) delivering a notice satisfying the conditions of this Section (the "SECOND CLOSING NOTICE") to Purchaser at least three (3) business days prior to the date that the Company desires to consummate the Second Closing. The Second Closing may be consummated (i) no earlier than the date the Company has publicly announced that a material OEM or battery repackager ("POTENTIAL CUSTOMER") has confirmed in writing to the Company that any of the Company's production batteries ("BATTERIES") has been tested for both performance and safety and that such Batteries meet all of such Potential Customer's safety and performance specifications; (ii) no earlier than the effectiveness of the Registration Statement contemplated by Section 2.3 of the Registration Rights Agreement (the "REGISTRATION STATEMENT"); and (iii) no later than January 31, 1999. In the Second Closing Notice, the Company shall represent to Purchaser that (i) the Registration Statement is effective; (ii) the Company elects to consummate the transactions contemplated hereby as the Second Closing; and (iii) the conditions set forth in Section 7.2 hereof have been satisfied. b. The Company may elect to consummate the Third Closing by (and only by) delivering a notice satisfying the conditions of this Section (the "THIRD CLOSING NOTICE") to Purchaser at least three (3) business days prior to the date that the Company desires to consummate the Third Closing. The Third Closing may be consummated (i) no earlier than the effectiveness of the Registration Statement; (ii) no earlier than the completion of the Second Closing; and (iii) no later than April 30, 1999. In the Third Closing Notice, the Company shall represent to Purchaser that: (i) the Registration Statement is effective; (ii) the Company elects to consummate t...
Sample 1

Related to Purchase of Preferred Stock and Warrants

  • Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

  • Series B Preferred Stock 1 Shares.......................................................................1

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. --------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series A Preferred Stock set forth opposite each such Purchaser's name on Exhibit A --------- attached hereto at a purchase price of $0.609 per share. The shares of Series A Preferred Stock issued to the Purchaser pursuant to this Agreement shall be hereinafter referred to as the "Stock." -----

  • 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.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Series A Preferred Stock The Series A Preferred Stock shall have the following rights, preferences and limitations: i. The Series A Preferred Stock shall have a liquidation preference of $100 per share or an aggregate liquidation preference of $6.4 million. The liquidation preference shall be senior to all other securities of the Company including the Series B, C and D Preferred Stock described below and the Common Stock. ii. The Series A Preferred Stock shall not have specified dividends but shall be entitled to participate on an as-converted basis in any dividends paid on the Common Stock of the Company or the Series B, C or D Preferred Stock. iii. The Series A Preferred Stock shall not be subject to mandatory redemption at the election of the Investors but shall be subject to redemption at a redemption price of $100 per share by the Company at any time on or after ten (10) years after the original date of issuance. iv. The Series A Preferred Stock shall be convertible into shares of Common Stock at a conversion price of $1.00 per share. Each share of Series A Preferred Stock shall be initially convertible into 100 shares of Common Stock based on the $100 liquidation preferential amount thereof. The conversion price and number of shares will be subject to customary anti-dilution adjustments for stock splits, share dividends, recapitalizations, stock issuances, etc., with the anti-dilution adjustment for the issuance of shares at less than the conversion price being determined on the "weighted average method." v. Subject to the provisions of Section 3A hereof, the Series A Preferred Stock, voting as a single class, shall be entitled to elect a majority (4) of the Board of Directors. On all other matters, the holders of the Series A Preferred Stock shall vote together with the holders of the Common Stock and the Series B, C and D Preferred Stock and shall be entitled to cast one vote for each share of Common Stock into which the Series A Preferred Stock is convertible. vi. The approval of the Series A Preferred Stock, voting as a separate class, shall be required for the issuance of any securities having liquidation or other rights senior or superior or equal in any respect to the rights of the Series A Preferred Stock.

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights. (b) So long as the shares of Preferred Stock issuable upon the exercise of Rights may be listed or admitted to trading on any national securities exchange, or quoted on NASDAQ, the Company shall use its best efforts to cause, from and after such time as the Rights become exercisable, all shares reserved for such issuance to be listed or admitted to trading on such exchange, or quoted on NASDAQ, upon official notice of issuance upon such exercise. (c) From and after such time as the Rights become exercisable, the Company shall use its best efforts, if then necessary to permit the issuance of shares of Preferred Stock upon the exercise of Rights, to register and qualify such shares of Preferred Stock under the Securities Act and any applicable state securities or "Blue Sky" laws (to the extent exemptions therefrom are not available), cause such registration statement and qualifications to become effective as soon as possible after such filing and keep such registration and qualifications effective (with a prospectus at all times meeting the requirements of the Securities Act) until the earlier of the date as of which the Rights are no longer exercisable for such securities and the Expiration Date. The Company may temporarily suspend, for a period of time not to exceed 90 days, the exercisability of the Rights in order to prepare and file a registration statement under the Securities Act and permit it to become effective. Upon any such suspension, the Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is no longer in effect. Notwithstanding any provision of this Agreement to the contrary, the Rights shall not be exercisable in any jurisdiction unless the requisite qualification in such jurisdiction shall have been obtained and until a registration statement under the Securities Act shall have been declared effective, unless an exemption therefrom is available. (d) The Company covenants and agrees that it will take all such action as may be necessary to ensure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates therefor (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. (e) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any shares of Preferred Stock upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a Person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Stock in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or deliver any certificates or depositary receipts for Preferred Stock upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by that holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

  • Valid Issuance of Preferred and Common Stock The Shares being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws.