Sale and Purchase of Preferred Stock and Warrants Sample Clauses

Sale and Purchase of Preferred Stock and Warrants. (a) Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each Initial Investor, and each Initial Investor severally agrees to purchase from the Company, at the Closing on the Closing Date, (i) the number of shares of Preferred Stock, and (ii) the First Warrants and the Second Warrants to purchase the number of shares of First Warrant Stock and Second Warrant Stock, in each case as set forth opposite its name on Annex A hereto, and each Initial Investor shall pay to the Company the Required Payment.
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Sale and Purchase of Preferred Stock and Warrants. (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 one or more of the Closings provided for in Section 2 hereof, in the aggregate for all such Closings, the number of shares of Series C Preferred and the number of Warrants, each such Warrant being exercisable for the purchase of one share of Common Stock of the Company, set forth opposite the Purchaser's name on SCHEDULE 1 hereto. The shares of Series C Preferred being acquired under this Agreement and by the other Purchaser under the other Stock and Warrant Purchase Agreement (as hereinafter defined) are collectively referred to herein as the "SHARES", and contain rights and privileges as more fully set forth in the
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Sale and Purchase of Preferred Stock and Warrants. (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 one or more of the Closings provided for in Section 2 hereof, the number of shares of Series D Convertible Preferred Stock and the number of Warrants, each to purchase one share of Common Stock of the Company, set forth opposite the Purchaser's name on Schedule 1 hereto. The shares of Series D Convertible Preferred Stock being acquired under this Agreement and by the other Purchaser under the other Stock and Warrant 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 Designations of the Company in the form attached hereto as Exhibit X- 0 (the "Certificate of Designations"). As used herein, "
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Sale and Purchase of Preferred Stock and Warrants. Upon the terms and subject to the conditions herein contained, the Company agrees to issue and sell at the Closing (as hereinafter defined) on the Closing Date (as hereinafter defined), (i) to Vulcan, and Vulcan will purchase from the Company, 5,000,000 shares of Preferred Stock, the Vulcan Primary Warrant and the Antidilution Warrant, at an aggregate purchase price of $50,000,000 (the "Vulcan Purchase Price") (ii) to FDX, and FDX will purchase from the Company, 500,000 shares of Preferred Stock and the FDX Primary Warrant, at an aggregate purchase price of $5,000,000 (the "FDX Purchase Price") and (iii) to Xxxxx, and Xxxxx will purchase from the Company, 500,000 shares of Preferred Stock and the Xxxxx Primary Warrant, at an aggregate purchase price of $5,000,000 (the "Xxxxx Purchase Price"), at the Closing (as hereinafter defined) on the Closing Date (as hereinafter defined). The aggregate purchase price of $60,000,000 payable by all of the Series C Investors is sometimes referred to herein as the "Purchase Payment". Notwithstanding anything in this Agreement to the contrary, (i) Xxxxx shall have, simultaneously with his execution of this Agreement, delivered an executed Subscription Agreement to purchase 500,000 shares of Common Stock and a warrant to purchase 150,000 shares of Common Stock, substantially in the form attached hereto as Annex 2 (the "Xxxxx Contingent Subscription Agreement"), to the Company, which Xxxxx Contingent Subscription Agreement shall be held in escrow by the Company until the satisfaction of the contingency in Part "(ii)" of this Section 2 has been satisfied, (ii) if the Closing of this Agreement has not occurred by the time that the Company notifies Xxxxx by telephone, voicemail, in writing, or by facsimile, such notice to be deemed made when given irrespective of Xxxxx'x receipt thereof, that the Company is prepared to file a Registration Statement on Form S-1 with the Securities Exchange Commission in connection with a Qualified Offering, as defined herein (the "IPO Filing"), then Xxxxx shall be removed as a party to this Agreement and shall be considered to be a party to the Xxxxx Contingent Subscription Agreement, which the Company shall then execute, but if no such notice of the IPO Filing is given to Xxxxx prior to the Closing of this Agreement, then the Company shall return the Xxxxx Contingent Subscription Agreement marked cancelled, and Xxxxx shall remain a party to this Agreement, (iii) if the Company gives Xxxxx notic...
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Sale and Purchase of Preferred Stock and Warrants. (a) Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each Initial Investor, and each Initial Investor severally agrees to purchase from the Company, at the Closing on the Closing Date,
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Sale and Purchase of Preferred Stock and Warrants. On the Closing Date (as hereinafter defined) and subject to the conditions precedent set forth herein, the Bank shall sell, transfer, assign and convey to Acquiror, and Acquiror shall purchase and acquire from the Bank the Preferred Stock and Warrants.
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Sale and Purchase of Preferred Stock and Warrants. (a) Upon the terms and subject to the conditions herein contained, (i) the Company agrees to sell to Investor, and Investor agrees to purchase from the Company, at the Closing (as hereinafter defined) on the Closing Date (as hereinafter defined), 200,000 shares of Preferred Stock, (ii) the Company agrees to issue to Investor Warrants to purchase shares of Class A Common Stock at the times and in the percentages set forth herein, and (iii) Investor shall pay to the Company twenty million dollars ($20,000,000) (the "REQUIRED PAYMENT") in immediately available funds.
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Related to Sale and Purchase of Preferred Stock and Warrants

  • Purchase of Preferred Shares Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, the number of Preferred Shares set forth below such Purchaser’s name on the signature page of this Agreement at a per Preferred Share price equal to the Purchase Price.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------

  • Purchase and Sale of Common Stock and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, an aggregate of approximately 3,333,334 shares of Common Stock (the "Shares") at a price per share of $0.90 (the "Per Share Purchase Price") for an aggregate purchase price of $3,000,000 (the "Purchase Price"). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act"), including Regulation D ("Regulation D"), and Regulation S promulgated thereunder. and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Sale and Purchase of Common Stock 1.1. Subject to the conditions hereof, the Company hereby agrees to issue and sell to Subscriber, and Subscriber hereby agrees to subscribe for and purchase from the Company, for investment, on the Closing Date (as defined below), the number of shares of Common Stock set forth next to Subscriber’s name on Schedule I hereto (the “Shares”) at a purchase price equal to the price per share to the public in the Public Offering, less the underwriting discounts and commission payable to the underwriters in the Public Offering (the “Purchase Price”).

  • Purchase of Debentures and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Debentures and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision of Section 4 refers to the taking of a record of such holders, the Company will in each such case take such a record and will take such record as of the close of business on a Business Day. The Company will not at any time, except upon dissolution, liquidation or winding up of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant.

  • Sale and Purchase of Shares Upon the terms and subject to the conditions contained herein, on the Closing Date the Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Shares.

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

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