Purchased Preferred Shares and Purchase Price Sample Clauses

Purchased Preferred Shares and Purchase Price. 3.1(c) Jurisdictions in which Company Leases or Owns Properties 3.3 Governmental Authorizations; Third Party Consents 3.5 Litigation 3.7 Options, Warrants, Conversion Privileges, Subscription or Purchase Rights or Other Rights; List of Subsidiaries 3.8 Defaults 3.11 Taxes 3.12 Transactions Outside the Ordinary Course of Business 3.14 Title to Assets of the Company 3.15 Liabilities 3.16(a)(ii) Trademarks, Service Marks, Trade Names and Registered Copyrights Owned by the Company and Applications therefor 3.16(a)(iii) Intellectual Property Licenses under which the Company is a Licensor or Licensee 3.16(a)(iv) Infringements of the Company 3.16(a)(v) Intellectual Property Litigation 3.16(b) Infringement or Violations of Intellectual Property Rights 3.16(d) License Agreements which require a Material Royalty Payment 3.17 Trade Relations PREFERRED STOCK PURCHASE AGREEMENT PREFERRED STOCK PURCHASE AGREEMENT, dated as of February 1, 1999 (this "Agreement"), among PROXICOM, INC., a Delaware corporation (the "Company"), and Jack Xxxx ("Xemp"), Theoxxxx X. Xxxnsis ("Leonsis"), John XxXxxxxx ("XcKixxxx"), The Washington Post Company, a Delaware corporation ("WPC"), General Atlantic Partners 52, L.P., a Delaware limited partnership ("GAP LP"), GAP Coinvestment Partners II, L.P., a Delaware, limited partnership ("GAP Coinvestment"), The Marix X. Xxxxxx Xxxst ("Morino Trust"), and GE Capital Equity Investments, Inc., a Delaware corporation ("GE Capital Equity") (Kemp, Xxonsis, McKixxxx, XXC, GAP LP, GAP Coinvestment, Morino Trust, and GE Capital Equity, hereinafter are referred to individually as a "Purchaser" and collectively as the "Purchasers").
Sample 1
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Related to Purchased Preferred Shares and Purchase Price

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5.

  • 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.

  • Adjustments to the Shares and Warrant Price In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Price and the number of Shares issuable upon exercise of this Warrant shall be subject to adjustment from time to time as provided in this Section 2.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.

  • 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.

  • Cash Purchase Price The term "Cash Purchase Price" shall have the meaning set forth in Section 2.3(a).

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

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