Securities to be Issued. The Holder agrees to accept, and the Company agrees to issue and transfer to the Holder, 2,971,132 shares of the Company's Common Stock, $0.001 par value, having a value of $0.064 per share, which was the closing price of the Common Stock on the Effective Date. The Common Stock issued in payment of the loans shall be referred to in this Agreement as the "Shares".
Securities to be Issued. The Common Stock to be issued to the Investors pursuant to this Agreement (a) shall be subject to the terms and provisions of the Company’s certificate of incorporation as in effect on the date hereof and (b) for the avoidance of doubt, shall be deemed “Registrable Securities” under the Registration Agreement.
Securities to be Issued. The Holder agrees to accept, and the Company agrees to issue and transfer to the Holder, shares of the Company's Common Stock. The number of shares of Common Stock to be issued shall be determined by dividing the total of the Amount Owed and the Expenses by the closing price of the Common Stock on the trading date immediately prior to the date of this Agreement. The Common Stock issued in payment of the Amount Owed and as reimbursement for the Expenses shall be referred to in this Agreement as the "Shares".
Securities to be Issued. The Acquired Shares to be issued to the Investor pursuant to this Agreement shall be subject to the terms and provisions of the Company's certificate of incorporation.
Securities to be Issued. The shares of Common Stock and the shares of Preferred Stock to be issued to the Investor pursuant to the exercise of the Rights and the terms of this Agreement shall be subject to the terms and provisions of the Company’s Certificate of Incorporation and the Certificate of Designation.
Securities to be Issued. Upon execution of this Agreement, the Holder agrees to accept, and the Company agrees to issue and transfer to the Holder, the following securities in full and final payment of the Amount Owed:
(i) 324,786 shares of the Company's Common Stock, $0.001 par value, (the "Shares");
(ii) Subject to subparagraph (b), a warrant to purchase 324,786 shares of the Company's Common Stock at a price of $1.00 per share. The warrant shall have a term of 3 years; and
(iii) Subject to subparagraph (b), a warrant to purchase 399,000 shares of the Company's Common Stock at a price of $0.85 per share. The warrant shall have a term of 3 years. Collectively, the warrants described in subsections (ii) and (iii) above shall be referred to in this Agreement as the "Warrants". The Warrants shall be substantially in the form attached hereto as Attachment 1 to this Agreement. Upon receipt of the Shares and the Warrants, the Holder will mark all instruments evidencing the Amount Owed (the "Debt Instrumenxx") as "Paid" and will return them to the Company, in accordance with subparagraph (c) below.
Securities to be Issued. The shares of Integrated to be issued pursuant to this agreement are of One Mil ($0.001) par value and have equal voting rights as all other shares of Integrated outstanding. Safe Tire hereby acknowledges its awareness that said shares will not, when issued, have been registered under either the Securities Act of 1933 or under applicable securities laws of any state; but are being issued in reliance on the exemption from federal regulation provided by Section 4(2) of the Securities Act of 1933 for transactions not involving any public offering and from state registration by applicable isolated transaction or private placement exemptions. Safe Tire, for itself and its stockholders, acknowledges that the shares issued pursuant hereto will be "restricted securities" as that phrase is defined by paragraph (a)(3) of SEC Rule 144 under the Act. In connection therewith, Safe Tire acknowledges, warrants, and represents as follows:
a. It has received and reviewed, as to Integrated, the Form 10-KSB for the fiscal year ended June 30, 1999 which was filed via the SEC's EDGAR filing system on Xxxxxber 16, 1999, the Form 10-QSB for the quarter ended September 21, 1999 which was filed on December 21, 1999, and the Form 10-QSB for the quarter ended December 31, 1999 which was filed on February 23, 2000.
b. Safe Tire is a business entity whose officers, directors and stockholders have sufficient business experience to evaluate this transaction. Safe Tire and its stockholders are financially able to bear the risk of their investment in Integrated's common shares.
c. Safe Tire and its stockholders are purchasing Integrated's shares for their own accounts, for purposes of investment and not with a view to distribution.
d. Safe Tire, for itself and its stockholders, consents to the placement on each certificate representing shares of Integrated issued pursuant hereto, of a standard form investment legend stating that the shares are not registered under the Securities Act of 1993, as amended (the "Act") and cannot be sold, hypothecated, or transferred without registration under the Act or under an appropriate exemption from registration. Safe Tire acknowledges its familiarity with Section 4(1) of the Act and SEC Rule 144, which generally govern resale of restricted securities, and further concedes that Integrated has not represented, directly or indirectly, that the exemption provided by either rule will ever be available to Safe Tire its assignees or stockholders. Safe Tire in...
Securities to be Issued. The Exchange is being made in reliance upon the exemption from registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), provided by Section 3(a)(9) promulgated thereunder. The Agent represents to the Company that it and each Lender is an “accredited investor” as defined in Rule 501(a) of Regulation D under the 1933 Act and understands and acknowledges that the Common Shares have not been and will not be registered under the 1933 Act or any applicable securities laws of any state of the United States and may not be offered or sold except pursuant to registration under such laws or pursuant to an available exemption thereunder. The Common Shares will be “restricted securities” under the 1933 Act, may bear a restrictive legend to such effect and will be subject to certain restrictions on resale under the 1933 Act which may prevent the holder thereof from offering, selling or otherwise transferring such securities. The Company acknowledges that the holding period of the Common Shares, if any, shall be tacked onto the holding period of the Debenture, and, in each case, the Company agrees not to take a position contrary. The Agent, acting on behalf of the Lender, has had access to such information regarding the Company, its business and its securities as it has deemed necessary to make its decision to invest in the Exchange Shares pursuant to the Exchange.
Securities to be Issued. The Anticipated Equity Financing shall consist of the issuance and sale of up to $40 million of Convertible Preferred Stock (including any shares issuable upon conversion of Bridge Funding, but not including any shares issuable upon exercise of warrants, options, and similar instruments or obligations) (the "MAXIMUM ISSUANCE"), in one or more closings over a period of 12 months commencing at the first closing of Convertible Preferred Stock (the "EQUITY FINANCING PERIOD"), so long as the aggregate amount issued and sold does not exceed the Maximum Issuance. The price per share for such issuance and sale shall be the lesser of $0.10 per share (as adjusted for stock splits, stock dividends and the like) or a 35% discount to the average closing price during the twenty trading days prior to closing; provided, however, that in no event shall the price per share be less than $0.04 per share (as adjusted for stock splits, stock dividends and the like).
Securities to be Issued. The Anticipated Equity Financing shall consist of the issuance and sale of up to $40 million of Convertible Preferred Stock (including any shares issuable upon conversion of Bridge Funding, but not including any shares issuable upon exercise of warrants, options, and similar instruments or obligations, which shares shall be issued in addition to the issuance and sale of up to $40 million) (the "MAXIMUM ISSUANCE"), in one or more closings over a period of 12 months commencing at the first closing of Convertible Preferred Stock (the "EQUITY FINANCING PERIOD"), so long as the aggregate amount issued and sold (excluding the amounts to be issued upon exercise of warrants, options and similar instruments or obligations) does not exceed the Maximum Issuance. The price per share for such issuance and sale shall be the lesser of $0.10 per share (as adjusted for stock splits, stock dividends and the like) or a 35% discount to the average closing price during the twenty trading days prior to closing; provided, however, that in no event shall the price per share be less than $0.04 per share (as adjusted for stock splits, stock dividends and the like).
