Sale and Issuance of Series A Convertible Preferred Stock. (a) The Company has file with the Secretary of State of the State of New Jersey on March 8, 2001, an amendment to the Restated and Amended Certificate of Incorporation (the "March 8,2001 Amendment") and shall file an additional amendment with the Secretary of State of the State of New Jersey on or before the Closing (the March 8, 2001 Amendment, together with the amendment to be filed, the "Restated Certificate"). The Restated Certificate is attached hereto as Exhibit B.
(b) Subject to the terms and conditions of this Agreement, the Purchasers agree to purchase at the Closing and the Company agrees to sell and issue to the Purchasers at the Closing 250,000 shares of preferred stock, $0.01 par value, designated as 6% Cumulative Convertible Preferred Stock, Series A ("Series A Convertible Preferred Stock" or the "Shares") as set forth opposite each Purchaser's name on Exhibit A hereto at a purchase price of $2.00 per share.
Sale and Issuance of Series A Convertible Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of Colorado on or before the Closing (as defined below) the Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock in the form attached hereto as Schedule B (the "Certificate").
(b) Subject to the terms and conditions of this Agreement, each Investor agrees, severally, to purchase at the Closing and the Company agrees to sell and issue to each Investor at the Closing, that number of shares of the Company's Series A Convertible Preferred Stock set forth opposite each Investor's name on Schedule A hereto for the purchase price set forth thereon it being understood that each Investor must subscribe for and purchase a minimum of two hundred and fifty (250) shares of Series A Convertible Preferred Stock.
Sale and Issuance of Series A Convertible Preferred Stock. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing (as defined below), and the Company agrees to sell and issue to the Investor at the Closing, 19,000 shares of the Company's Series A Convertible Preferred Stock (the “Series A Preferred Stock”), $.001 par value per share and stated value $100.00 per share, at a purchase price of $100 per share. Each share of shall be convertible, subject to applicable anti-dilution provisions, into 200 shares of Common Stock.
Sale and Issuance of Series A Convertible Preferred Stock. Subject to the terms and conditions of this Agreement, each of the Investors agrees to purchase at the Closing, and the Company agrees to sell and issue to each of the investors at the Closing, severally and not jointly, against cash payment, the number of shares of Series A Convertible Preferred Stock (the "Series A Preferred Shares") of the Company set forth opposite each Investor's name in Exhibit 1 to this Agreement at a purchase price of $4.00 per share.
Sale and Issuance of Series A Convertible Preferred Stock. Subject to the terms and conditions of this Agreement, Investor hereby agrees to purchase, and the Company hereby agrees to sell and issue to Investor against cash payment, the number of shares of Series A Convertible Preferred Stock (the "Series A Preferred Shares") of the Company set forth opposite its name in Exhibit 1 to this Agreement at a purchase price of $4.00 per share. The Series A Preferred Shares shall pay a six percent (6%) dividend payable as set forth in the Designation of Rights and Preferences of Series A
Sale and Issuance of Series A Convertible Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of New Jersey on or before the Closing (as defined below) an amendment to the Restated and Amended Certificate of Incorporation, as amended (the "Restated Certificate"), in the form attached hereto as Exhibit B.
(b) Subject to the terms and conditions of this Agreement, the Purchasers agree to purchase at the Closing and the Company agrees to sell and issue to the Purchasers at the Closing 1,788,750 shares of preferred stock, $0.01 par value, designated as 6% Cumulative Convertible Preferred Stock, Series A ("Series A Convertible Preferred Stock" or the "Shares") as set forth opposite each Purchaser's name on Exhibit A hereto at a purchase price of $2.00 per share.
Sale and Issuance of Series A Convertible Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Tennessee on or before the Closing (as defined below) an Amended and Restated Charter in the form attached hereto as Exhibit A (the "Restated Charter").
(b) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at the Closing and the Company agrees to sell and issue to each Investor, severally and not jointly, at the Closing the number of shares of the Company's Series A Convertible Preferred Stock set forth opposite each Investor's name on Schedule A hereto at a purchase price of $10.00 per share. The Series A Convertible Preferred Stock will have the rights, preferences, privileges and restrictions set forth in the Restated Charter.
Sale and Issuance of Series A Convertible Preferred Stock. (a) On or before the Closing (as defined below), the Company shall adopt and file with the Secretary of State of the State of Oklahoma, the Certificate of Designation of Series A Convertible Preferred Stock concerning the Series A Convertible Preferred Stock, $0.01 par value, of the Company (the "Series A Preferred Stock"), substantially in the form attached hereto as Exhibit A (the "Certificate of Designation").
(b) Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing, eleven thousand (11,000) shares of the Company's Series A Preferred Stock (the "Shares"), for an aggregate purchase price of $10,000.00. Each share of Series A Preferred Stock is convertible into seventy-five (75) shares of common stock of the Company, $0.01 par value per share (the "Common Stock").
Sale and Issuance of Series A Convertible Preferred Stock. Subject to the terms of this Agreement, the Purchaser hereby purchases and the Company hereby sells and issues to the Purchaser ____________ shares of the Series A Convertible Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Company at a purchase price per share of $10.00 (the “Price Per Share”). The shares of Preferred Stock issued to the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the “Shares”.
Sale and Issuance of Series A Convertible Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of Delaware on or before the First Tranche Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit A (respectively, the "Restated Certificate").
(b) On or prior to the First Tranche Closing (as defined below), the Company shall have authorized (i) the sale and issuance to the Investors of the Series A Convertible Preferred Stock of the Company, par value $0.001 per share (the "Series A Preferred"), and (ii) the issuance and reservation of the shares of common stock of the Company, par value $0.001 per share ("Common Stock") to be issued upon the conversion of the Series A Preferred. The Series A Preferred shall have the rights, preferences, privileges and restrictions set forth in the Restated Certificate.
(c) Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase, and the Company agrees to sell and issue to each Investor:
(i) at the First Tranche Closing, 33.5% of the number of shares of the Series A Preferred set forth opposite such Investor's name on Schedule A hereto, at a purchase price of $1.03298 per share;
(ii) at the Second Tranche Closing (as such term is defined in this Agreement), provided that (A) the Company has achieved, on or before February 5, 2001, the milestones set forth in Schedule C relating to such Second Tranche Closing as certified by the Company's Chief Executive Officer and approved by the Board of Directors of the Company (the "Second Tranche Milestone"), (B) no material adverse change in the Company's financial condition or business prospects has occurred since the date of the First Tranche Closing, (C) the Investors shall have completed and been satisfied with the results of legal, business, environmental, financial insurance and accounting due diligence review of the Company concerning the period between the date of the First Tranche Closing Date and the date of the Second Tranche Closing, and (D) the Company elects, at its sole discretion, to accept an investment from the Investors at the Second Tranche Closing, 33.7% of the number of shares of the Series A Preferred set forth opposite such Investor's name on Schedule A hereto, at a purchase price of $1.03298 per share; and
(iii) at the Final Tranche Closing (as such term is defined in this Agreement), provided that (A) the Company has achieved, on or before April 5, 2001, the milestones ...
