Sale and Issuance of Preferred Shares Sample Clauses

Sale and Issuance of Preferred Shares. 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 Series A Sale Shares as set forth opposite such Purchaser’s name on Exhibit A, at a purchase price of US$2.834140 per share.
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Sale and Issuance of Preferred Shares. (a) The Company shall adopt and file with the Registrar of Corporate Affairs of the British Virgin Islands on or before the Initial Closing (as defined below) the Amended and Restated Memorandum and Articles of Association in the form of Exhibit B attached to this Agreement (the “Restated Articles”).
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Sale and Issuance of Preferred Shares. Subject to the terms and conditions of this Agreement and the closing conditions set forth in Section 5.3, each Purchaser agrees to purchase, and the Company agrees to sell and issue to each Purchaser, at the Second Closing, that number of shares of Series B Preferred Stock set forth opposite such Purchaser’s name on Exhibit A, at a purchase price of $4,000 per share (the “Per-Share Price”), and the aggregate purchase price for the shares of Series B Preferred Stock (the “Preferred Shares”) acquired by each Purchaser shall be the sum of the Per-Share price multiplied by the number of Preferred Shares subscribed to by such Purchaser (the “Purchase Price”). The Purchasers shall have the right to determine the aggregate number of Preferred Shares to be purchased by the Purchasers at the Second Closing by written notice to the Company containing a substitute Exhibit A at least two (2) Business Days prior to the Second Closing; provided, that the aggregate Purchase Price of the number of Preferred Shares to be purchased by the Purchasers at the Second Closing as reflected in such substitute Exhibit A shall be at least two million dollars ($2,000,000) and shall not exceed five million dollars ($5,000,000).
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Sale and Issuance of Preferred Shares. Subject to the terms and conditions of this Agreement, at the Closing, (i) the Company agrees to issue and sell to each Series A Investor, and each Series A Investor hereby agrees, severally but not jointly, to subscribe for and purchase from the Company, that number of Series A Preferred Shares set out opposite such Series A Investor’s name in the second column of the table of Part B of Schedule I (with respect to such Series A Investor, its “Series A Subscription Shares”), at an aggregate purchase price in respect of each Series A Investor set out opposite such Series A Investor’s name in the third column of the table of Part B of Schedule I or any other purchase price as agreed by such Series A Investor and the Company in writing (with respect to such Series A Investor, its “Series A Subscription Price”), (ii) the Company agrees to issue and sell to each Series A Investor as listed on the table of Part C of Schedule I and each Series A Investor as listed on the table of Part C of Schedule Ihereby agrees to subscribe for and purchase from the Company, that number of Series A-1 Preferred Shares set out opposite such Series A Investor’s name in the second column of the table of Part C of Schedule I ( “Series A-1 Subscription Shares”, together with the Series A Subscription Shares, the “Preferred Subscription Shares”) at an aggregate purchase price set out opposite such Series A Investor’s name in the third column of the table of Part C of Schedule I or any other purchase price as agreed by such Series A Investor and the Company in writing (the “Series A-1 Subscription Price”).
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Sale and Issuance of Preferred Shares. Subject to the terms and conditions of this Agreement, Weibo agrees to purchase at the Closing and the Company agrees to sell and issue to Weibo at the Closing 186,878,047 Series E-1 Preferred Shares at a purchase price of US$0.6421 per share for an aggregate purchase price of US$120,000,000 (the “Purchase Price”).
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Sale and Issuance of Preferred Shares. (a) The Company shall adopt and file with the State Department of Assessments and Taxation of Maryland (the "SDAT") on or before the Closing Date (as defined below) the Series A Preferred Articles Supplementary.
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Sale and Issuance of Preferred Shares. Subject to the terms and conditions hereof, the Company will issue and sell to the Purchasers, and the Purchasers will buy from the Company, a total of 488,504 shares of Preferred Stock for the purchase price of $15.00 per share, with each Purchaser purchasing the number of shares of Common Stock for the aggregate purchase price indicated opposite such Purchaser's name on Schedule 1 attached hereto (the "Purchase Price"). The shares of Preferred Stock to be issued and sold by the Company and purchased by the Purchasers pursuant to this Agreement are herein referred to as the "Preferred Shares." The Purchase Price shall be paid in cash by wire transfer of immediately available funds as directed by the Company, or in the case of any Purchaser who holds one of the Company's Bridge Notes issued February 6, 2004, such Purchaser will pay such Purchaser's Purchase Price by the delivery to the Company of such Purchaser's Bridge Note and the reduction of the principal sum due thereunder by such Purchase Price constituting a prepayment of such note (the holders of Bridge Notes are indicated on Schedule 1 and the balance of the principal due under such notes (after such reduction), and all accrued interest shall be paid at Closing in cash by check or wire transfer by the Company).
Sample 1
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Related to Sale and Issuance of Preferred Shares

  • 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.

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • 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.

  • Incurrence of Indebtedness and Issuance of Preferred Stock (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

  • 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 Second Closing Shares indicated next to such Investor's name on Schedule I attached hereto.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series D Preferred Stock. ---------------------------------------------

  • Valid Issuance of Purchased Shares The Purchased Shares, when issued, sold, delivered, and paid for by the Investor in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and non-assessable

  • Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

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