Sale and Issuance of Series C 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 Fourth 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 Initial Closing and the Company agrees to sell and issue to each Purchaser at the Initial Closing that number of shares of Series C Preferred Stock, $0.0001 par value per share (the “Series C Preferred Stock”), set forth opposite each Purchaser’s name on Exhibit A, at a purchase price of $17.257 per share. The shares of Series C Preferred Stock issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and Additional Shares, as defined below) shall be referred to in this Agreement as the “Shares.”
Sale and Issuance of Series C Preferred Stock. 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 C Preferred Shares set forth opposite each Purchaser’s name on Schedule I, at a purchase price of $26.64 per share. The Series C Preferred Shares 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.”
Sale and Issuance of Series C Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of California on or before the Closing (as defined below) the Fourth Amended and Restated Articles of Incorporation in the form attached hereto as Exhibit B (the "Restated Articles"). --------- -----------------
(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 C Preferred Stock indicated with respect to such Purchaser on Exhibit A attached --------- hereto at a purchase price of $9.04 per share. The shares of Series C Preferred Stock issued to the Purchasers pursuant to this Agreement shall be hereinafter referred to as the "Stock." The Stock and the Common Stock issuable upon ------ conversion of the Stock shall be hereinafter referred to as the "Securities."
Sale and Issuance of Series C 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 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, the Purchasers agree to purchase at the Initial Closing, and the Company agrees to sell and issue to the Purchasers at the Initial Closing, that number of shares of Series C Preferred Stock set forth in the column designated “Initial Closing Shares” opposite such Purchaser’s name on Exhibit A, at a purchase price of $2.741 per share. The consideration for the purchased shares of Series C Preferred Stock shall be paid in cash or by the cancellation of indebtedness of the Company to any Purchaser (such cancellation of principal and accrued but unpaid interest is set forth on Exhibit A under the heading “Principal/Interest/Total Amount of Surrendered Debt.” The shares of Series C Preferred Stock, when issued to the Purchasers pursuant to this Agreement (including any Additional Initial Closing Shares, as defined below), shall be referred to in this Agreement as the “Shares.”
Sale and Issuance of Series C Preferred Stock. (a) The Company shall adopt and file with the Secretary of 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 A (the “Restated Certificate”).
(b) On or prior to the Closing, the Company shall have authorized (i) the sale and issuance to the Investors of up to 488,433 shares of its Series C Preferred Stock (the “Shares”) and (ii) the issuance of the shares of Common Stock to be issued upon conversion of the Shares (the “Conversion Shares”). The Shares and the Conversion Shares 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 to purchase at the Closing and the Company agrees to sell and issue to each Investor at the Closing, that number of Shares set forth opposite such Investor’s name on Schedule A hereto for $7.78 per share.
Sale and Issuance of Series C Preferred Stock. (a) The Company shall adopt and file with the Wisconsin Department of Financial Institutions of on or before the Closing (as defined below) the Amended and Restated Articles of Incorporation in the form attached hereto as Exhibit A (the “Certificate”).
(b) Prior to the Closing the Company shall authorize (i) the sale and issuance to the Investors of up to shares of its Series C Senior Convertible Preferred Stock (the “Shares”) and (ii) the issuance of the shares of Common Stock to be issued upon conversion of the Shares (the “Conversion Shares”). The Shares and the Conversion Shares shall have the rights, preferences, privileges and restrictions set forth in the Certificate.
(c) 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 at the Closing, that number of Shares set forth opposite such Investor’s name under the heading “Shares” on Schedule A hereto for $2.75 per share (the “Series C Purchase Price”).
Sale and Issuance of Series C Preferred Stock. (a) The Company shall adopt and file with the Secretary of 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 A (the “Restated 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 C Preferred Stock (as defined below) set forth opposite each Investor’s name on Schedule A hereto for the aggregate purchase price set forth thereon.
Sale and Issuance of Series C Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of California on or before the Closing (as defined below) an Amended and Restated Articles of Incorporation in the form attached hereto as EXHIBIT A (the "Restated Articles").
(b) Subject to the terms and conditions of this Agreement, each Investor agrees, severally, to purchase at the Closing pursuant to Section 1.2, and the Company agrees to sell and issue to each Investor at the Closing pursuant to Section 1.2, that number of shares of the Company's Series C Preferred Stock set forth opposite each Investor's name on SCHEDULE A hereto for the purchase price of $8.00 per share.
Sale and Issuance of Series C Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Series C Closing (as defined below) an Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit B-3, as amended to reflect the number of shares of Series C Stock (as defined below) to be sold and the price per share as determined in accordance with this Agreement (as so amended and restated, the "Series C Certificate").
(b) Subject to the terms and conditions of this Agreement, Netrx xxxees to purchase at the Series C Closing and the Company agrees to sell and issue to Netrx xx the Series C Closing shares of Series C Preferred Stock in an amount and at a purchase price calculated as set forth in Section 1.5(c) below, in the aggregate purchase price of $12,500,000. The shares of Series C Preferred Stock issued and sold pursuant to this Agreement shall be hereinafter referred to as the "Series C Stock". At any time prior to the Series C Closing, Netrx xxx elect to designate other parties, subject to the approval of the Company (which approval shall not be unreasonably withheld or delayed), to purchase a portion or all of the Series C Stock at such Series C Closing, and any such party shall be joined to this Agreement as a purchaser of Series C Stock by execution of a signature page to this Agreement by such party. Any purchaser of Series C Stock pursuant to this Agreement (including Netrx) xxall be referred to hereinafter as a "Series C Purchaser".
(c) The price per share of the Series C Stock shall be equal to the Post B Valuation multiplied by the C Multiplier, divided by the Pre C Common. The following definitions apply:
Sale and Issuance of Series C Preferred Stock. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Initial Closing (as defined below), and the Company agrees to sell and issue to such Purchaser at the Initial Closing, that number of shares of the Company's Series C Preferred Stock set forth opposite such Purchaser's name on Exhibit A hereto (the "Shares") for the purchase price set forth thereon (the "Purchase Price"). The Company's agreement with each Purchaser is a separate agreement, and the sale of the Shares to each Purchaser is a separate sale.
