Sale and Purchase of Preferred Shares. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 3.1 hereof), the Company shall issue, sell and deliver to each of the Purchasers, and each of the Purchasers shall purchase from the Company for the Purchase Price (as defined in Section 2.1 hereof) that number of Class B Convertible Preferred Shares of the Company (the "PREFERRED SHARES"), set forth opposite such Purchaser's name on EXHIBIT A.
Sale and Purchase of Preferred Shares. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, 27 Series C Shares at a purchase price of **** per share.
Sale and Purchase of Preferred Shares. On the basis of the representations and warranties and subject to the terms and conditions set forth herein:
(a) At the option of the Company from time to time, which shall be exercisable by one or more notices (each a “Funding Notice”) to the Purchaser at any time prior to the consummation of the Rights Offering, the Purchaser agrees to purchase, at the Closings provided for in Section 3, up to 10,000 Preferred Shares (as such number of Preferred Shares may be increased to the extent of any increase of the Initial Funding Amount in accordance with the 1926367.08-NYCSR03A - MSW succeeding proviso, the “Initial Preferred Shares”), at a purchase price of $1,000 per Initial Preferred Share, for an aggregate purchase price of up to $10,000,000, provided that the Company may request funding in excess of $10,000,000 up to the full amount of the Equity Commitment Amount with the prior written consent of Purchaser, which consent may be withheld by Purchaser in Purchaser’s sole discretion (such funding, collectively, the “Initial Funding Amount”). Each Funding Notice to the Purchaser to purchase the Initial Preferred Shares shall be in installments of at least $1,000,000.
(i) Purchaser shall not, and shall cause all of its Affiliates and Associates (other than individuals to whom Rights are distributed in their individual capacities as stockholders of the Company) and all of its and their direct and indirect assigns (and subsequent assigns) of Common Stock and/or Rights not to, with respect to Rights distributed to the Purchaser, all such Affiliates and Associates and all such transferees and assigns pursuant to their subscription privileges, exercise or transfer such Rights (or exercise any over-subscription privilege attributable to such Rights) and shall hold such Rights until such time as they expire without value and (ii) to the extent that the Rights Offering is not fully subscribed by stockholders of the Company through the exercise of basic subscription rights, the Purchaser shall purchase additional Preferred Shares (the “Back-stop Shares”), in the amount equal to its Allocable Participation Right, up to, but not exceeding, the Equity Commitment Amount less any Initial Funding Amount (the “Back-stop Arrangement”). In the event that the aggregate subscriptions (basic subscription rights plus over-subscriptions) exceed the Rights Offering Amount, then the aggregate over-subscription amount will be pro-rated among the stockholders exercising their over-subscr...
Sale and Purchase of Preferred Shares. The Seller undertakes to transfer the Preferred Shares into the ownership of the Buyer, and the Buyer undertakes to accept the Preferred Shares and pay the Purchase Price and other payments pursuant to the terms and procedures as provided herein.
Sale and Purchase of Preferred Shares. (a) Subject to the terms and conditions hereof, the Company agrees to sell to each Investor, and each Investor severally agrees to purchase from the Company on the Closing Date (as that term is defined in Section 3 hereof), the number of Preferred Shares set forth opposite its name on Schedule 1. Preferred Shares acquired by the Investors on the Closing Date shall be accompanied by stock purchase warrants (the "Warrants") which will give Investors the right to purchase that number of shares of either Series C Convertible Preferred Stock, $0.01 par value (the "Series C Preferred Stock") or Series D Non-Voting Preferred Stock, par value $0.01 per share (the "Series D Preferred Stock") as is designated on Schedule 1 after each Investor's name. The purchase price of Preferred Shares acquired by the Investors on the Closing Date shall be $1,000 per share, and there shall be no additional payment for the Warrants.
(b) The Warrants shall be evidenced by an instrument in the identical form of the attached Exhibit B. Upon exercise of the Warrants, the Series C Preferred Stock or Series D Preferred Stock, as the case may be, shall be issued pursuant to, and shall be entitled to, such rights and benefits as are set forth in Exhibit A.
Sale and Purchase of Preferred Shares. Seller conveys, sells, and assigns to the Purchaser, the Preferred Shares, and the Purchaser hereby redeems and agrees to purchase all such Preferred Shares from the Seller, free and clear of all liens, restrictions and encumbrances, for an aggregate purchase price of $10,000.00 (the “Purchase Price”).
Sale and Purchase of Preferred Shares. 7 Section 2.1 Sale of Preferred Shares................................................ 7 Section 2.2 Payment for the Preferred Shares........................................ 8 Section 2.3
Sale and Purchase of Preferred Shares. Subject to the terms and provisions hereof, Seller agrees to sell and Buyer agrees to purchase Preferred Shares in a principal amount equal to $4,400,000 for the purchase price of $4,000,000, to be funded at Closing.
Sale and Purchase of Preferred Shares. 2.1 Subject to the terms and conditions hereof, the Company agrees to sell to each Investor, and each Investor severally agrees to purchase from the Company on the Initial Closing Date, the number of Preferred Shares set forth opposite its name on Schedule 1 at a purchase price of One Thousand Dollars ($1,000) per share.
2.2 The Investors that purchased Preferred Shares on the Initial Closing Date have an option to purchase, and, to the extent exercised, the Company shall be obliged to sell to the Investors, up to an additional 4,500 Preferred Shares, subject to the limitations and procedures set forth in this Section 2.2. Such Preferred Shares shall be sold on the same terms and conditions as the securities being sold on the Initial Closing Date. Notwithstanding the foregoing, if the Conversion Price (as defined in the Certificate of Designation attached hereto as Exhibit A) is less than the last sale price of the Company's Common Stock on the last trading day prior to the Initial Closing Date, then the number of Preferred Shares issued on the Supplemental Closing Date (as defined in Section 3) shall be reduced as necessary so that the maximum number of shares of common stock, $.01 par value per share, of the Company (the "Common Stock") issuable upon (a) conversion of all the Preferred Shares sold by the Company pursuant to this agreement (including Preferred Shares issued on both the Initial Closing Date and the Supplemental Closing Date), and (b) conversion of the maximum number of Preferred Shares that could be issued by the Company as dividends on the Preferred Shares (in each case assuming the Preferred Shares are converted at the Conversion Price determined as of the Supplemental Closing Date) (the "Conversion Shares") shall be no greater than 1,250,000 (the "Maximum Conversion Shares"). The Company shall deliver to the Investors on the date which is 90 days following the Initial Closing Date (or as soon as practicable thereafter but in no event later than five business days following the ninetieth day after the Initial Closing Date) written notice of the maximum aggregate number of Preferred Shares the Investors may purchase on the Supplemental Closing Date (as defined in Section 3), a calculation of the Maximum Conversion Shares, and a calculation of the Conversion Price. No later than three business days after the delivery of the Company's written notice, each Investor shall deliver to the Company written notice of the number of Preferred Shares...
Sale and Purchase of Preferred Shares. On and subject to the terms and conditions set forth in this Agreement, at Closing (as hereinafter defined), the Company and shall sell the Preferred Shares to the Purchaser and the Purchaser shall purchase and acquire the Preferred Shares from the Company at a purchase price of $1.00 per Preferred Share (the “Purchase Price”).
