Sale and Purchase of Preferred Stock Sample Clauses
Sale and Purchase of Preferred Stock. (a) The Company agrees to sell to the Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein or made pursuant hereto, the Purchaser agrees to purchase from the Company at the Closing provided for in Section 2 hereof, the number of shares of Series 2 Convertible Preferred Stock set forth opposite the Purchaser's name on Schedule 1 hereto. The shares of Series 2 Convertible Preferred Stock being acquired under this Agreement and by the other Purchasers under the other Stock Purchase Agreements (as hereinafter defined) are collectively referred to herein as the "Shares", containing rights and privileges as more fully set forth in the Series 2 Certificate of Designations of the Company in the form attached hereto as Exhibit A (the "Series 2 Certificate of Designations").
(b) The aggregate purchase price to be paid to the Company by the Purchaser for the Shares to be purchased by the Purchaser pursuant to this Agreement shall be the amount set forth opposite the Purchaser's name on Schedule 1 hereto. No further payment shall be required from the Purchaser for the Shares. The parties further acknowledge and agree that the Shares do not constitute "preferred stock" as that term is used in Section 305(b)(4) of the Code and Treasury Regulation ss. 1.305-5(a) and agree not to take any position inconsistent with the characterization of the Shares as common stock for purposes of Section 305 of the Code on any Tax Return or before any Taxing Authority.
(c) The Shares are being sold to the purchasers listed on Schedule 1 hereto (the "Purchasers") pursuant to this Agreement and the other Series 2 Convertible Preferred Stock Purchase Agreements (such agreements collectively, as from time to time assigned, supplemented or amended or as the terms thereof may be waived, the "Stock Purchase Agreements"
Sale and Purchase of Preferred Stock. (a) Subject to the terms and conditions of this Agreement, the Company shall sell to the Purchasers a minimum of 60,000 and a maximum of 80,000 shares of Preferred Stock at the Purchase Price per share for an aggregate purchase price of not less than the Minimum Amount nor greater than the Maximum Amount, respectively. The form of the Preferred Stock is included in the Memorandum.
(b) The initial sale and purchase described in Paragraph 1(a) of this Agreement shall take place at a closing (the "Closing") at the offices of XXXXXXX & XXXXXXX P.C., 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 or such other place as shall be acceptable to the Company and Placement Agent on such date or dates as Placement Agent shall advise the Company on two (2) business days notice or such shorter notice as shall be reasonably acceptable to the Company. In no event shall the Initial Closing (as defined below) occur unless the Minimum Amount is sold. Subsequent sale and purchase of Preferred Stock up to the Maximum Amount shall take place at one or more Closings held on such dates as the Company and Placement Agent shall mutually determine. All Closings pursuant to this Agreement shall occur not later than April 30, 1998 unless such date is extended by the Company and the Placement Agent to a date no later than May 30, 1998. The initial Closing hereunder shall be referred to as "Initial Closing", the final Closing hereunder shall be referred to as "Final Closing" and the date of the Final Closing shall be referred to as the "Final Closing Date".
(c) All defined terms used in this Agreement which are not otherwise defined shall have the meanings ascribed to them in the Memorandum.
Sale and Purchase of Preferred Stock. Subject to the terms and conditions of this Agreement, the Company will issue and sell to Purchaser and Purchaser will purchase from the Company concurrently with the execution of this Agreement the number of shares of Preferred Stock specified in Schedule A at a purchase price equal to the product of such number of shares times $25 per share.
Sale and Purchase of Preferred Stock. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to Investor, and Investor agrees to Purchase from Company, at the Closing (as hereinafter defined) on the Closing Date (as hereinafter defined) 5,000,000 shares of Preferred Stock at a price of $2.00 per share (the "Purchase Payment").
Sale and Purchase of Preferred Stock. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to the Series B Investors, and each Series B Investor will purchase from the Company, severally and not jointly, the total number of shares of Preferred Stock specified opposite such Series B Investor's name on the Schedule of Investors attached hereto as Annex A, at the Closing (as hereinafter defined) on the Closing Date (as hereinafter defined), at a price of $30.47 per share (the "Purchase Payment").
Sale and Purchase of Preferred Stock. In the event that an IPO does not close prior to October 31, 1997, Purchaser agrees, in lieu of and not in addition to its obligations under Section 1.2 above, to purchase $11,950,000 of Preferred Stock in the Preferred Financing (as defined below) pursuant to a separate purchase agreement according to terms negotiated by the lead investor in the Preferred Financing which must be reasonably satisfactory to the Purchaser. For purposes of this Agreement, the term "Preferred Financing" shall mean the next Preferred Stock financing of the Company if any, after the date hereof, but to be completed no later than October 31, 1997, in which at least $40,000,000 is invested in such Preferred Stock (including: (i) the $11,950,000 to be invested by Purchaser as provided in this Agreement, (ii) the $3,000,000 principal amount of that certain note issued to the Purchaser by the Company and (iii) the value of certain services to be provided by the Purchaser to the Company which will be valued for purposes of this Agreement at $2,000,000). For purposes of this Agreement, the IPO and the Preferred Financing shall be referred to alternatively as the "Financing Event."
Sale and Purchase of Preferred Stock. Upon the terms and subject to ------------------------------------ the conditions herein contained, the Company agrees to sell to each Investor, and each Investor severally agrees to purchase from the Company, at the Closing (as hereinafter defined) on the Closing Date (as hereinafter defined), the number of shares of Preferred Stock and the principal amount of Convertible Promissory Notes at the purchase price or for the other consideration set forth opposite its name on Annex A hereto.
Sale and Purchase of Preferred Stock. At the Closing (as defined below) and on the terms set forth herein, each Seller shall sell and deliver to the Purchaser all of its right, title, and interest in and to an amount of the Purchased Shares owned by such Seller as set forth opposite such Seller's name on SCHEDULE I hereto (which in the aggregate shall equal 30,000 shares of Preferred Stock), and (ii) the Purchaser shall purchase and accept from each such Seller, all right, title, and interest of such Seller in and to such Purchased Shares, free and clear of all mortgages, liens, claims, pledges, security interests, transfer restrictions and other encumbrances ("Liens"), other than restrictions on transfer imposed by applicable securities laws, in each case in the amount as set forth opposite each Seller's name on SCHEDULE I hereto. The closing (the "Closing") of the purchase and sale of the Purchased Shares is taking place on the date hereof concurrently with the execution and delivery of this Agreement.
Sale and Purchase of Preferred Stock. (a) The Company agrees to sell to the Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein or made pursuant hereto, the Purchaser agrees to purchase from the Company at the Closing provided for in Section 2 hereof, the number of shares of Series A Convertible Preferred Stock set forth opposite the Purchaser's name on Schedule 1 hereto. The shares of Series A Convertible Preferred Stock being acquired under this Agreement and by the other Purchaser under the other Stock Purchase Agreement (as hereinafter defined) are collectively referred to herein as the "Shares", containing rights and privileges as more fully set forth in the Certificate of Amendment of the Certificate of Incorporation of the Company in the form attached hereto as Exhibit A (the "Certificate of Amendment").
(b) The aggregate purchase price to be paid to the Company by the Purchaser for the Shares to be purchased by the Purchaser pursuant to this Agreement shall be the amount set forth opposite the Purchaser's name on Schedule 1 hereto. No further payment shall be required from the Purchaser for the Shares.
(c) The Shares are being sold to the purchasers listed on Schedule 1 hereto (the "Purchasers") pursuant to this Agreement and the other Series A Convertible Preferred Stock
Sale and Purchase of Preferred Stock. At the Closing (as defined below) and on the terms set forth herein, Seller shall sell and deliver to the Purchasers all of its right, title, and interest in and to an aggregate of 1,843,274 shares (the "Purchased Shares") of Preferred Stock owned by Seller and (ii) each Purchaser shall purchase and accept from Seller, all right, title, and interest of Seller in and to the Purchased Shares set forth opposite such Purchaser's name on SCHEDULE I hereto, in each case free and clear of all mortgages, liens, pledges, security interests, charges, restrictions, and other encumbrances ("Liens"), other than restrictions on transfer imposed by applicable securities laws. The closing (the "Closing") of the purchase and sale of the Purchased Shares is taking place upon the satisfaction (or waiver) of the conditions set forth in Article V hereof, at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, or at such otxxx xxme or xxxxx xx xxx xxxxxxx xxxxx xxxxx. Xxx xxxx of the Closing is referred to herein as the "Closing Date."