Sale of Series B Preferred Stock. Notwithstanding anything herein to the contrary, in the event the holders of at least a majority of the issued and outstanding shares of Series B Preferred Stock, voting together as a separate class, approve in writing the terms of a sale of all of their shares of Series B Preferred Stock to a third party that is not an Investor Affiliate or otherwise affiliated with any other holder of Series B Preferred Stock at the time of such approval (a “Series B Approved Sale”), then each holder of shares of Series B Preferred Stock agrees (a) to vote all Shares at any regular or special meeting of stockholders (or consent pursuant to a written consent in lieu of such meeting), as applicable, in favor of such Series B Approved Sale, and to raise no objections against the Series B Approved Sale or the process pursuant to which the Series B Approved Sale was arranged, (b) to waive any and all applicable dissenters’, appraisal or similar rights with respect to such Series B Approved Sale, (c) to sell the shares of Series B Preferred Stock then owned by such Holder on the terms and conditions of such Series B Approved Sale, and (d) to take all necessary and desirable actions in connection with the consummation of the Series B Approved Sale, including, without limitation, entering into an agreement reflecting the terms of the Series B Approved Sale, surrendering stock certificates, giving customary and reasonable representations and warranties, and executing and delivering customary certificates or other documents. In addition, each holder of Series B Preferred Stock hereby agrees that the terms and conditions of Sections 5.2 through 5.5, inclusive, shall apply to a Series B Approved Sale as if such terms and conditions were incorporated into this Section 6 and made applicable to a Series B Approved Sale.
Sale of Series B Preferred Stock. Subject to the terms and conditions hereof, at the Closing (as defined below) the Company will issue and sell to each Purchaser, and each Purchaser will buy from the Company, the number of shares of Series B Preferred Stock set forth opposite such Purchaser's name on the Schedule of Purchasers hereto, for a purchase price of $10.00 per share, payable by check or wire transfer in the amount set forth opposite such Purchaser's name in the Schedule of Purchasers (the "Financing"). The shares of Series B Preferred Stock issued hereunder are hereafter referred to as the "Shares." The Company's agreement with each Purchaser is a separate agreement, and the sale to each Purchaser is a separate sale.
Sale of Series B Preferred Stock. Subject to the terms and conditions hereof, including the conditions set forth in Sections 6 and 7, the Purchaser shall surrender and exchange all of the 5,000 shares of Series A Preferred Stock held by the Purchaser and shall pay an additional Seven Hundred Fifty Thousand Dollars ($750,000) (the "SERIES B PURCHASE PRICE") to the Company, and the Company shall issue 650 shares of Series B Preferred Stock and the C-3 Warrant to the Purchaser (the issuance of the Series B Preferred Stock hereunder shall be deemed full satisfaction, and result in cancellation, of the Series A Preferred Stock); and
Sale of Series B Preferred Stock. Subject to the terms and conditions of this Agreement, each Investor agrees, severally and not jointly, to purchase at the First Closing, each Additional Closing or the Second Closing (each as defined below), as applicable, and the Company agrees to sell and issue to each Investor at the First Closing, each Additional Closing or the Second Closing, as applicable, that number of shares of Series B Preferred Stock as is set forth opposite each Investor’s name on Exhibit A hereto at the purchase price of $3.00 per share of Series B Preferred Stock. Payment of the purchase price for the shares of Series B Preferred Stock will be made by each Investor no later than the close of business on the third business day prior to the First Closing or the Second Closing, as applicable, by check or wire transfer of immediately available funds to an account designated by the Company.
Sale of Series B Preferred Stock. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at each Closing (as defined below), and the Company agrees to sell and issue to each Purchaser, that number of shares of the Company's Series B Preferred Stock set forth opposite such Purchaser's name in column 2 on the Schedule of Purchasers, at a purchase price of $0.633 per share, for the aggregate purchase price set forth in column 3 on the Schedule of Purchasers. The Company's agreements with each of the Purchasers are separate agreements, and the sales of the Series B Preferred to each of the Purchasers are separate sales.
Sale of Series B Preferred Stock. Subject to the terms and -------------------------------- conditions of this Agreement, Purchaser agrees to purchase at the Closing (as defined below), and the Company agrees to sell and issue to Purchaser, 21,199,302 shares of the Company's Series B Preferred Stock (the "Shares") for a total purchase price of SIX MILLION DOLLARS ($6,000,000) (the "Purchase Price"), payable as follows.
(a) FIVE HUNDRED THOUSAND DOLLARS ($500,000) in cash will be paid by the Purchaser to the Company at the Closing. Promptly following the Closing, the Company will tender the FIVE HUNDRED THOUSAND DOLLARS ($500,000) to Xxxx Xxxxxxx ("Xxxxxxx"), Chairman of the Company, as a partial payment of the Company's loan obligation owed to Xxxxxxx and Paren Knadjian pursuant to the Revolving Credit Agreement (the "Credit Agreement"). In consideration of this partial payment, Xxxxxxx shall extend payment of the approximately EIGHT HUNDRED THOUSAND ($800,000) balance (approximately ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000) of which is escrowed as security for the Company's Santa Xxxxxx office lease, which will be paid to Xxxxxxx from such escrow in accordance with its terms) owing on such loan obligation (including accrued interest at 8.6% per annum) to the last day of the 24/th/ month from the date of Closing, such payment extension to be documented in form acceptable to the Purchaser and to Xxxxxxx, including provision for removal of existing restrictive covenants, but with the UCC security interest remaining in place until such time as the loan is paid off, or mutually acceptable substitute security is provided by the Company or the Purchaser.
(b) ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) in cash, less any advances previously made by Purchaser prior to and at the Closing, will be paid by the Purchaser in installments and drawn down upon written request by the Company to the Purchaser in accordance with the cash funding requirements set forth in the Business Plan (defined below), with a mutually agreed upon portion of such funding to be provided immediately upon Closing as needed for operations. Any advances previously made by the Purchaser to the Company shall be immediately credited as a previous draw down. Further, those certain promissory notes by and between the Purchaser and Company, dated as of May 6, 1999, June 1, 1999 and June 28, 1999 (the "Notes"), copies of which are attached hereto as Exhibit G, shall be immediately due as of the Closing, and --------- any...
Sale of Series B Preferred Stock. Subject to the terms and conditions hereof, the Corporation will issue and sell to Investor and Investor will purchase from the Corporation the Purchased Shares at a per share purchase price of Four U.S. Dollars and Eighteen Cents (U.S. $4.18), for an aggregate purchase price of Five Million U.S. Dollars (U.S. $5,000,000) (the "Purchase Price").
Sale of Series B Preferred Stock. Upon the terms and subject to the conditions set forth herein, and in accordance with applicable law, the Company agrees to sell to the Investor, and each Investor agrees (severally, and not jointly) to purchase from the Company the Series B Preferred Stock for the Purchase Price set forth opposite such Investor’s name on the Schedule of Investors. The Company shall cause all such Series B Preferred Stock to be released by the Escrow Agent to the Investor in accordance with the attached Schedule 2.1 and with the provisions set forth in the Escrow Agreement. No sale of the Series B Preferred Stock shall occur until the Certificate of Designations (creating the Series B Preferred Stock) has been accepted for filing by the Nevada Secretary of State.
Sale of Series B Preferred Stock. Subject to the terms and conditions of this Agreement, each Investor that is not a Note Investor (as defined below) agrees to purchase at the Initial Closing (as defined below) and the Company agrees to sell and issue to each such Investor at the Initial Closing that number of shares of Series B Preferred Stock, $0.0001 par value per share (the “Series B Preferred Stock”), set forth opposite such Investor’s name on Exhibit A (the “Series B Shares”), at a purchase price of $2.52019 per share (the “Series B Price”), subject to Section 1.3 of this Agreement. The aggregate amount of Series B Shares to be sold pursuant to this Agreement shall not exceed 3,174,365 shares.
Sale of Series B Preferred Stock. Subject to the terms and conditions -------------------------------- hereof, the Company will issue and sell to the Investor, and the Investor will purchase from the Company, 1,339,286 shares of Series B Preferred, at a per share purchase price of $22.40, for an aggregate purchase price of $30,000,000.
