Sale of Preferred Stock Sample Clauses
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. 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. 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 $0.62 per share. Each of the Additional Purchasers, by its signature hereto, shall hereby (i) become a party 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 thereunder shall be considered "STOCK" for all purposes under the Purchase Agreement, as amended. In addition, each Additional Purchaser, by its signature hereto, shall hereby (a) become a party to the Investors' Rights Agreement dated December ____, 1997 (the "RIGHTS AGREEMENT"), (b) be considered an "INVESTOR" for all purposes under the Rights Agreement and (c) have all rights and obligations of an "INVESTOR" thereunder. Further, each Additional Purchaser, by its signature hereto, shall hereby (x) become a party to the Voting Agreement dated December ____, 1997 (the "VOTING AGREEMENT"), (y) be considered an "INVESTOR" for all purposes under the Voting Agreement and (z) have all rights and obligations under the Voting Agreement. Further, each Additional Purchaser, by its signature hereto, shall hereby (q) become a party to the Right of First Refusal and Co-Sale Agreement dated December ____, 1997 (the "CO-SALE AGREEMENT"), (r) be considered an "INVESTOR" for all purposes under the Co-Sale Agreement and (s) have all rights and obligations of an "INVESTOR" thereunder. Finally, each Additional Purchaser, by its signature hereto, shall hereby (h) become a party to the Intel Letter Agreement dated December __, 1997 (the "INTEL LETTER AGREEMENT"), (i) be considered a "party" for all purposes under the Intel Letter Agreement and (j) have all rights and obligations of a party thereunder.
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. On or before May 31, 2006, the Company shall enter into binding commitments to issue and sell at least $10,000,000 of Preferred Stock having terms materially similar to, or less favorable than, the terms of the Notes.
Sale of Preferred Stock. Subject to the terms and conditions of this Agreement, the Purchaser hereby purchases, and the Company hereby sells to the Purchaser, 200,000 shares of the Company's Series Z Preferred Stock (the "Shares") at a price per share of fifty cents ($0.50). As consideration for the Shares, the Purchaser hereby transfers and assigns to the Company all of the Purchaser's right, title and interest in and to the Technology. The Parties agree that the Technology has an aggregate value of one hundred thousand dollars ($100,000). The Purchaser also agrees to execute any additional agreements, instruments or documents which the Company, in its absolute discretion, deems necessary or appropriate to transfer the Technology to the Company.
Sale of Preferred Stock. Subject to the terms and conditions hereof, at the Closing the Company will issue and the Purchaser will acquire 1,000,000 (one million) shares of Preferred Stock, for a cash purchase price of $100.00 (one hundred dollars) per share, for a total purchase price of $100,000,000 (the "Purchase Price").
Sale of Preferred Stock. Subject to the terms and ----------------------- conditions set forth herein and in reliance upon the representations and warranties of the Company set forth herein, the Company agrees to issue and sell to each Purchaser, free and clear of any liens, claims, charges and encumbrances whatsoever, and each Purchaser agrees to purchase from the Company at the Closing (as defined below) the number of shares of Preferred Stock for the purchase price set forth opposite such Purchaser's name in Exhibit A hereto. The Closing shall take place at the offices of Xxxx and Xxxx LLP, 00000 Xxxxxxx Xxxxx, Xxxxxx, XX 00000.
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.