Sale of Preferred Stock. Subject to the terms and conditions hereof, at the Closing (as defined in Section 2.1 hereof) the Company will issue and sell to each Additional Purchaser, and each Additional Purchaser severally agrees to purchase from the Company, that number of Additional Shares specified opposite such Additional Purchaser's name on Exhibit A hereto, at a cash purchase price of $8.36 per --------- share. Each of the Additional Purchasers, by their signatures hereto, shall hereby (i) become parties to the Purchase Agreement, (ii) be considered a "Purchaser" for all purposes under the Purchase Agreement and (iii) have all the ---------- rights and obligations of a Purchaser thereunder. The Additional Shares acquired by the Additional Purchasers hereunder shall be considered "Series D Preferred ------------------ Stock" for all purposes under the Purchase Agreement, as amended. -----
Sale of Preferred Stock. Without the prior written consent of the Investors identified on Schedule 1 attached hereto, the Company shall not (i) issue, grant or sell any shares of Series B Preferred Stock or Series C Preferred Stock or warrants, options or other rights to purchase shares of Series B Convertible Preferred Stock or Series C Preferred Stock, at a price per share less than $1,000; or (ii) issue any shares of the Company's preferred stock having rights and preferences equal to or senior in rank to the rights and preferences of the Preferred Shares, the Series C Preferred Stock or the Series D Preferred Stock.
Sale of Preferred Stock. 1.01 Initial sale of Preferred Stock. JRAC hereby purchases 120,000 shares of Preferred Stock for an aggregate purchase price of $120,000. JRAC acknowledges receipt of a certificate representing such shares. The Company hereby acknowledges receipt of a wire transfer of $120,000 in full payment for such shares.
1.02 Option to acquire additional shares of Preferred Stock. The Company hereby grants to JRAC the option to purchase 180,000 additional shares of Preferred Stock for a price of $1.00 per share (the "Option"). The Option shall be exercisable on or before January 31, 1999, and shall expire on January 31, 1999 (the "Expiration Date"). The Option must be exercised as to the entire amount of the Preferred Stock covered by the Option. The Option is may be exercised by delivering to the Company written notice of exercise, accompanied by a certified check for $180,000 on or before the Expiration Date.
1.03 Accredited investor. JRAC hereby represents and warrants to the Company that JRAC is an "accredited" investor within the meaning of Regulation D under the Securities Act of 1933, as amended. JRAC also represents and warrants that JRAC is a sophisticated investor in the restaurant industry and has made such investigation as it deems necessary of the Company's business, financial condition and prospects prior to investing in the Preferred Stock.
Sale of Preferred Stock. (a) Private sales of are Series B Preferred Stock are allowed pursuant to compliance with applicable rules and regulations under the Securities Act. At the Company’s next registration of stock, all Series B Preferred Shareholders who convert their shares to Common Stock will have their shares included in a Registration Statement.
Sale of Preferred Stock. Purchase and Sale of Stock. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers and each of the Purchasers shall purchase from the Company, the number of shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share and a purchase price of $1.80 per share (the "Preferred Shares"), convertible into shares of the Company’s common stock, par value $0.0001 per share (the "Common Stock"), in the amounts set forth opposite such Purchaser’s name on Exhibit A hereto. The designation, rights, preferences and other terms and provisions of the Series A Convertible Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit B (the "Certificate of Designation"). 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 Rule 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") or Section 4(2) of the Securities Act. Warrants. Upon the following terms and conditions, each Purchaser shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C-1 (the "Series A Warrants") and (ii) Series B Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"), each to purchase ten (10) shares of Common Stock for each Preferred Share purchased. The Series A Warrants shall have a term of five (5) years and the Series B Warrants shall have a term of one (1) year. Each of the Warrants has an exercise price per share equal to $0.18 and shall be exercisable as stated in the applicable Warrant. The number of shares of Common Stock issuable upon exercise of the Warrants issuable to each Purchaser is set forth opposite such Purchaser’s name on Exhibit A attached hereto. Conversion Shares. The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to one hundred twenty percent (120%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Pref...
Sale of Preferred Stock. Subject to the terms and conditions of this Agreement, the Investor agrees to make an aggregate preferred equity investment in the Company (the "Aggregate Investment") of up to $40,000,000 in a series of capital contributions pursuant to Section 1.2 and Section 1.3 of this Agreement. Commensurate with the size of the Aggregate Investment, the Company agrees to issue to the Investor a number of the Company's Series B Preferred Stock (the "Preferred Stock") based on the Preferred Stock's per share purchase price of $1,000.00, with the Preferred Stock having the rights, restrictions, privileges and preferences set forth in the Articles Supplementary attached as Exhibit A hereto (the "Articles Supplementary").
Sale of Preferred Stock. The closing of the purchase and sale of 25,000 shares of the Company's Series A Convertible Preferred Stock (the "Series A Preferred Stock") shall have occurred simultaneously with the closing hereunder.
Sale of Preferred Stock. 1.01 Initial sale of Preferred Stock. JRAC hereby purchases 120,000 ------------------------------- shares of Preferred Stock for an aggregate purchase price of $120,000. JRAC acknowledges receipt of a certificate representing such shares. The Company hereby acknowledges receipt of a wire transfer of $120,000 in full payment for such shares.
1.02 Option to acquire additional shares of Preferred Stock. The Company ------------------------------------------------------ hereby grants to JRAC the option to purchase 180,000 additional shares of Preferred Stock for a price of $1.00 per share (the "Option"). The Option shall be exercisable on or before January 31, 1999, and shall expire on January 31, 1999 (the "Expiration Date"). The Option must be exercised as to the entire amount of the Preferred Stock covered by the Option. The Option is may be exercised by delivering to the Company written notice of exercise, accompanied by a certified check for $180,000 on or before the Expiration Date.
Sale of Preferred Stock. Subject to the terms and conditions hereof, at the Closing (as defined in Section 2.1 hereof) the Company will issue and sell to each Additional Purchaser, and each Additional Purchaser severally agrees to purchase from the Company, that number of Additional Shares specified opposite such Additional Purchaser's name on EXHIBIT A hereto, at a cash purchase price of $2.1032 per share. Each of the Additional Purchasers, by their signatures hereto, shall hereby (i) become parties to the Purchase Agreement, (ii) be considered a "PURCHASER" for all purposes under the Purchase Agreement and (iii) have all the rights and obligations of a Purchaser thereunder. The Additional Shares acquired by the Additional Purchasers hereunder shall be considered "STOCK" for all purposes under the Purchase Agreement, as amended.
Sale of Preferred Stock. As soon as reasonably practicable following the execution of this Agreement, Transcap and the creditors of the Company listed on Exhibit A hereto (collectively, the "Old Scottsdale Creditors"), New Scottsdale and another party that the Old Scottsdale Creditors and New Scottsdale shall mutually agree to appoint as "Escrow Agent" shall execute and deliver an "Escrow Agreement" reasonably acceptable to all parties thereto that shall create the "Escrow Account" and provide for the following terms:
