Sale of Additional Securities. After the Closing, the Company may sell to the Investors, on the same terms and conditions as those contained in this Agreement (as amended from time to time), up to $19,100,000 in additional Notes and Warrants to purchase an additional 8,204,808 shares of Common Stock, and (a) any such additional Notes shall be included within the definition of “Notes” under this Agreement; (b) any such additional Warrants shall be included within the definition of “Warrants” under this Agreement; (c) any such additional Notes and additional Warrants shall be included within the definition of “Closing Securities” under this Agreement; (d) any shares of Common Stock issuable upon conversion of any such additional Notes shall be included within the definition of “Note Shares” under this Agreement; (e) any shares of Common Stock issuable upon the exercise of any such additional Warrants shall be included within the definition of “Warrant Shares” under this Agreement; and (f) any amendment or joinder to this Agreement, the Notes, the Warrants, the Security Agreement, the IP Security Agreement, the Registration Rights Agreement, the PDL Subordination Agreement, the PDL Credit Agreement or any other documents contemplated or necessitated hereby in order to further consummate the sale of any such additional Notes and/or additional Warrants shall be included within the definition of “Transaction Documents” under this Agreement. Any such additional Notes shall be substantially in the form of the senior secured convertible note attached hereto as Exhibit A, with such updates to the “Issuance Date”, “Maturity Date”, “First Five Year Note Period”, “Conversion Price” and other terms as shall be mutually acceptable to the Company and the Investors. Any such additional Warrants shall be substantially in the form of common stock warrant attached hereto attached hereto as Exhibit B, with such updates to the “Expiration Date”, “Warrant Price” and other terms as shall be mutually acceptable to the Company and the Investors.”
Sale of Additional Securities. In order to raise additional capital, to acquire additional macadamia xxxxxxx xxxxxxxxxx or other assets, to redeem or retire Partnership debt or for any other Partnership purpose, the Managing General Partner is authorized to cause to be issued additional Units from time to time to General Partners, Limited Partners or to other Persons and to admit such Persons as Additional Limited Partners in the Partnership. In addition, the Managing General Partner is authorized to cause to be issued, purchased, redeemed, exchanged, traded or granted calls, options, appreciation rights, partners’ interests, bonds, debentures and other securities of the Partnership from time to time. The Managing General Partner shall have sole and complete discretion in determining the consideration and terms and conditions with respect to any future issuance of Units or any other securities of the Partnership; provided, however, that the Managing General Partner shall not (A) issue additional Units to the Managing General Partner or any of its Affiliates for consideration having a fair value less than the aggregate Unit Price of all Units being issued without the approval of a Majority Interest, except as provided in Sections 7.11 and 7.12; (B) through December 31, 1990, shall not issue any additional Class A Units after the Initial Offering if, on a historical pro forma basis (based on the immediately preceding calendar year) such issuance would result in reductions of distributions to all holders of Class A Units (including newly issued Class A Units) below the Annual Indicated Distribution per Unit or accelerate the use of cash in the Cash Account to support Indicated Distributions; and (C) shall not issue securities which are senior to the Class A Units with respect to distributions, allocations of profit and loss, liquidation or voting rights or which are convertible into or exchangeable for, or having optional rights to purchase, any securities having any such seniority without the affirmative vote of a Majority Interest in the Partnership; provided further, that the acquisition by the Partnership of certain interests in approximately 1,260 tree acres of macadamia xxxxxxx xxxxxxxxxx from Mauna Loa Orchards, L.P., a Hawaii limited partnership (“MLO”), and Xxxxxx Xxxxxxx III, an individual who is a limited partner of MLO, in exchange for 3,000,000 Class A Units (or, with respect to a portion of such Class A Units which are proposed to be sold in an underwritten public offering, t...
Sale of Additional Securities. In order to raise additional capital or for any other proper Partnership purpose, the Managing General Partner is authorized to cause additional Units to be issued from time to time to the General Partners, Limited Partners or to other Persons and to admit such Persons, other than General Partners, as Additional Limited Partners in the Partnership. In addition, the Managing General Partner is authorized to cause to be issued, purchased, redeemed, exchanged, traded or granted calls, options, appreciation rights, shares, bonds, debentures and other securities from time to time. The Managing General Partner shall have sole and complete discretion in determining the consideration and terms and conditions with respect thereto and without the need for any vote or approval of Partners and Assignees. The Managing General Partner shall do all things necessary to comply with the Delaware Act or other applicable law and is authorized and directed to do all things it deems necessary or advisable in connection with any such future issuance. The General Partners shall together own at least one percent (1%) of the outstanding Units and other equity securities at all times, and may acquire Units in connection with any such issuance to maintain at least the one percent (1%) required to be owned.
Sale of Additional Securities. Provided that the Initial Closing shall have occurred, subject to the other conditions contained herein, Buyer shall acquire, and Seller shall issue, Additional Securities for the applicable Additional Purchase Price if Seller shall have achieved, in accordance with the Milestone Schedule, the scheduled milestone(s) on or before the applicable date that such milestone(s) was to be achieved.
Sale of Additional Securities. In accordance with and subject to the terms and conditions set forth in the Securities Purchase Agreement, the Company shall sell to Westgate Investments, L.P. ("Westgate") and Westgate shall purchase from the Company additional securities consisting of 52,268 shares of Convertible Preferred Stock and Warrants to purchase 15,680,400 shares of Common Stock. Closing of the purchase shall occur simultaneously with the execution of this Agreement at which time Westgate shall deliver to the Company the purchase price of $522,680 and the Company shall deliver certificates for the shares and Warrants. The Company shall take such action as shall be necessary to amend the Certificate of Designation of the Convertible Preferred Stock to increase the number of shares from 700,000 to 750,000 and to increase the authorized number of Warrants.
Sale of Additional Securities. (a) After the Closing, the Company may sell, on the same terms and conditions as those contained in this Agreement , any Securities not purchased by Buyers at the Closing (the "Additional Securities"), to one or more buyers (the "Additional Buyers"), provided that (i) such subsequent sale is consummated prior to 14 days after the Closing, (or such longer period agreed to by Clal and the Company); (ii) each Additional Buyer shall become a party to the Transaction Documents, as defined below, by executing and delivering a counterpart signature page to each of the Transaction Agreements. Upon the execution of such signature pages by each Additional Buyer, such party shall be deemed a "BUYER" for all purposes hereunder, and the Additional Securities so purchased shall be deemed "SECURITIES" for all purposes hereunder. The Schedule of Buyers to this Agreement shall be updated to reflect the number of Additional Securities purchased at each such closing and the parties purchasing such Additional Securities. At each additional closing, the Company shall deliver to each Additional Buyer a certificate representing the shares of Common Stock and the Warrants that such Additional Buyer is purchasing at the additional closing and each Additional Buyer shall deliver payment of the purchase price therefor to the Company by check or wire transfer in immediately available funds.
Sale of Additional Securities. After the Closing, the Company may sell up to 500,000 additional Units (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such Units) pursuant to Other Transaction Documents (the “Additional Units”) to Independence Blue Cross (“IBC”), provided that (a) such subsequent sale of Additional Units is consummated prior to 90 days after the Closing, and (b) counsel for the Company provides an opinion to IBC dated as of the date of the closing of the sale of such Additional Units in substantially the form delivered to the Investors pursuant to Section 2.2(a)(vi).
Sale of Additional Securities. After the Closing, the Company may sell up to 500,000 additional Shares (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or similar recapitalization affecting such Shares) pursuant to Other Transaction Documents (the “Additional Shares”) to the Investors or other existing stockholders (the “Additional Investors”), provided that (a) such subsequent sale of Additional Shares is consummated prior to 90 days after the Closing, and (b) counsel for the Company provides an opinion to “Additional Investors” dated as of the date of the closing of the sale of such Additional Shares in substantially the form delivered to the Investors pursuant to Section 2.2(a)(v).
Sale of Additional Securities. After the Initial Closing (defined below), the Company may sell, on the same or substantially similar terms and conditions pursuant to this Agreement, up to the balance of the Securities not sold at the Initial Closing in one or more additional Closing(s), to one or more investors (each, an “Additional Investor”), provided that (i) each Additional Investor must become a party to this Agreement by executing and delivering a counterpart signature page to this Agreement, and (ii) each Additional Investor must be an “accredited investor” as defined under the Securities Act or a governmental entity. Schedule I to this Agreement shall be updated to reflect all Additional Investors and corresponding additional Securities purchased at each such Closing.
Sale of Additional Securities. Notwithstanding anything to the contrary contained herein, prior to the Closing Date, the Company Parties may issue and sell, on the same terms and conditions as those contained in this Agreement and the other Transaction Documents (as defined below), additional Common Shares, not to exceed 10 million in the aggregate hereunder, and the Warrants to one or more investors (each, an “Additional Buyers” and thereafter be deemed a “Buyer” for all purposes hereunder), provided that each Additional Buyer becomes a party to this Agreement by executing and delivering a counterpart signature page to this Agreement, the Investor Questionnaire and any other documents a Buyer is required to deliver on or prior to the date hereof as set forth under this Agreement and the Transaction Documents. Notwithstanding the foregoing, the aggregate Purchase Price paid for the Securities purchased hereunder shall not exceed $31.9 million. The Schedule of Buyers attached hereto shall be amended by the Company Parties from time to time without the consent of the Buyers to add information regarding such Additional Buyers, including the number of Common Shares and Warrants such Additional Buyers shall be purchasing from the Combined Company on the Closing Date.
