Common use of Sale and Issuance of Series A Preferred Stock Clause in Contracts

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 Initial Closing (as defined below) the Third Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (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, par value $0.00001 per share (the “Series A Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $0.25 per share. The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Additional Shares) shall be referred to in this Agreement as the “Shares.”

Appears in 3 contracts

Samples: Series a Preferred Stock Purchase Agreement (Kindara, Inc.), Series a Preferred Stock Purchase Agreement (Kindara, Inc.), Series a Preferred Stock Purchase Agreement (Kindara, Inc.)

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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 Initial Closing Closing1 (as defined below) the Third Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated Certificate”).Certificate”).2 (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, $ [ ] par value $0.00001 per share (the “Series A Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $0.25 [ ] per share. The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any [Milestone Shares or] Additional Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

Appears in 3 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement, Stock Purchase Agreement

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 Initial Closing (as defined below) the Third Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated Certificate”). (b) Subject to the terms and conditions of this Agreement, each the Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each the Purchaser at the Closing that number of shares of Series A Preferred Stock, $ .001 par value $0.00001 per share (the “Series A Preferred Stock”), set forth opposite each the Purchaser’s name on Exhibit A, at a purchase price of $0.25 0.3488 per share. The shares of Series A Preferred Stock issued to the Purchasers Purchaser pursuant to this Agreement (including any shares issued at the Initial Closing and any Additional Shares) shall be referred to in this Agreement as the “Shares.”

Appears in 2 contracts

Samples: Series a Preferred Stock Purchase Agreement (ScripsAmerica, Inc.), Series a Preferred Stock Purchase Agreement (ScripsAmerica, Inc.)

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 Georgia on or before the Initial Closing (as defined below) the Third Second Amended and Restated Certificate Articles of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated CertificateCharter”). (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, no par value $0.00001 per share share, (the “Series A Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $0.25 6.69 per share. The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Additional Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Groundfloor Finance Inc.)

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 Initial Closing Closing1 (as defined below) the Third Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated Certificate”).Certificate”).2 (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, $ [ ] par value $0.00001 per share (the “Series A Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $0.25 [ ] per share. The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any [Milestone Shares or] Additional Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

Appears in 1 contract

Samples: Stock Purchase Agreement

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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 Initial Closing (as defined below) the Third Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (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, $$0.001 par value $0.00001 per share (the “Series A Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $0.25 1.46973 per share. The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Additional Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Cryolife Inc)

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 Initial Closing (as defined below) the Third Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (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 the Purchaser at the Closing that number of shares of Series A Preferred Stock, par value $0.00001 per share (the “Series A Preferred Stock”), Stock set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $0.25 1.00 per share. The shares of Series A Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing (the “Initial Shares”) and any Additional Shares, as defined below) shall be referred to in this Agreement as the “Shares.”

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Arrowhead Research Corp)

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