The Investment. 1.1 The Feeder Fund will invest all of its investable assets in the Master Portfolio and, in exchange therefor, the Master Portfolio agrees to issue to the Feeder Fund a beneficial interest in the Master Portfolio equal in value to the net value of the assets of the Feeder Fund conveyed to the Master Portfolio (the "Account"). The Feeder Fund may add to or reduce its investment in the Master Portfolio in the manner described in the Master Portfolio's registration statement on Form N-1A, as it may be amended from time to time (the "Master Portfolio's N-1A"). The Feeder Fund's aggregate interest in the Master Portfolio would then be recomputed in accordance with the method described in the Master Portfolio's N-1A.
1.2 On each date of Investment, the Feeder Fund shall authorize the Feeder Fund's custodian to deliver all of the assets held by such custodian to the Master Portfolio's custodian. The Master Portfolio's custodian shall acknowledge its acceptance of the assets. In addition, each party shall deliver to the other such bills of sale, checks, assignments, securities instruments, receipts or other documents as such other party or its counsel may reasonably request.
The Investment. The Investors intend to subscribe for and purchase from the Company, and the Company intends to issue and sell to the Investors, as an investment in the Company, the securities as described herein. The securities to be purchased at the closing are common shares, par value $0.0001, of the Company (“Common Shares”).
The Investment. The Company intends to issue and sell to the Investor, and the Investor intends to purchase from the Company, on the terms and conditions described herein, the number of shares of Common Stock set forth on such Investor’s signature page hereto for the aggregate purchase price set forth on such signature page (the “Investment”).
The Investment. 1.1 Each of the Feeder Funds will invest all or substantially all of its investable assets in the Master Portfolios and, in exchange therefor, the Master Portfolios agree to issue to each Feeder Fund an Interest equal in value to the net value of the assets of the Feeder Fund conveyed to the Master Portfolio (the “Account”). A Feeder Fund may add to or reduce its Investment in a Master Portfolio in the manner described with respect to the Master Portfolio in the Master Trust’s registration statement on Form N-1A, as it may be amended from time to time (the “Master Portfolio’s N-1A”). A Feeder Fund’s aggregate Interest in a Master Portfolio would then be recomputed in accordance with the method described in the Master Portfolio’s N-1A.
1.2 The Master Portfolios’ custodian shall hold all of the assets to be invested by each of the Feeder Funds in the Master Portfolios. The Master Portfolios’ custodian shall acknowledge its acceptance of the assets and the Master Trust shall deliver to the Feeder Trust reasonable evidence of each Feeder Fund’s ownership of the Account. In addition, each party shall deliver to the other such bills of sale, checks, assignments, securities instruments, receipts or other documents as such other party or its counsel may reasonably request.
The Investment. The Company intends to sell to the Investor, and the Investor intends to purchase from the Company, as an investment in the Company, the securities as described herein. The securities to be purchased at the closing are shares of common stock, no par value, of the Company (“Common Stock” or “Common Shares”).
The Investment. The Company intends to issue and sell to the Investor, and the Investor intends to purchase from the Company, on the terms and conditions described herein, 493,031,250 shares of common stock of the Company, no par value (the “Common Stock” or “Common Shares”), at a price of $0.16 per share for aggregate cash consideration of $78,885,000 (the “Investment”). The number of Common Shares purchased by the Investor pursuant to this Agreement shall not exceed 23.37% of the Common Shares outstanding as of the Closing Date after giving effect to the issuance of Common Shares in the Other Private Placements (as defined below), the TARP Exchange and the Granite Merger but excluding any issuance of Common Shares pursuant to outstanding Company Options and the TARP Warrant (“Pro Forma Basis”) (rounded down to the nearest whole share).
The Investment. The Company intends to sell to the Investors, and the Investors intend to purchase from the Company, as an investment in the Company, the securities as described herein. The securities to be purchased at the first closing are 1,885,500 shares of common stock, par value $1.00 per share, of the Company (the “Common Stock” or “Common Shares”). The securities to be purchased at the second closing, subject to adjustment as of the date of the second closing in accordance with the terms hereof, are 22,458 shares of Mandatorily Convertible Cumulative Non-Voting Perpetual Preferred Stock, Series B, par value $1.00 per share, of the Company, having the terms set forth on Exhibit A (the “Series B Preferred Stock” or “Series B Preferred Shares”).
The Investment. The Company desires to sell and issue to Purchaser, and Purchaser desires to purchase from the Company, as an investment in the Company, (i) shares of (a) common stock, par value $0.001 per share, of the Company (the “Common Stock”), and (b) a series of preferred stock, par value $0.001 per share, of the Company designated as Series B Noncumulative Convertible Preferred Stock (the “Series B Preferred Stock”), having the terms set forth in the Certificate of Designations of the Series B Preferred Stock, in the form attached hereto as Exhibit A (the “Certificate of Designations (Series B)”), and (ii) a warrant (the “Warrant”) to purchase shares of a series of preferred stock, par value $0.001 per share, of the Company designated as Series C Non-Voting Common Equivalent Stock (the “Series C Preferred Stock” and together with the Series B Preferred Stock, the “Preferred Stock”), having the terms set forth in the Certificate of Designations of the Series C Preferred Stock, in the form attached hereto as Exhibit B (the “Certificate of Designations (Series C)” and together with the Certificate of Designations (Series B), the “Certificate of Designations”), in accordance with the terms of the Warrant, in substantially the form attached hereto as Exhibit C.
The Investment. The Company intends to sell to the Investor, and the Investor intends to purchase from the Company, as an investment in the Company, the securities as described herein. The securities to be purchased at the Closing (as defined below) are:
(i) 1,390,000 shares of Convertible Participating Voting Preferred Stock, Series B, no par value per share and liquidation preference $4.60 per share, of the Company, having the terms set forth in Exhibit A (the “Series B Stock” or “Series B Shares”) each convertible, subject to the approval of the Stockholder Proposals, into 460 shares (and, in the aggregate, 639,400,000 shares) of Common Stock of the Company (the “Common Stock” or “Common Shares”), the price of which Series B Shares shall be equal to the lesser of (x) $0.20 per Common Share on an as converted basis and (y) the lowest price per Common Share on an as converted basis sold in any of the Other Private Placements (the “Preferred Price Adjustment”);
(ii) 55,600,000 shares of Common Stock, the price of which Common Shares shall be equal to the lesser of (x) $0.20 per Common Share and (y) the lowest price per Common Share sold in any of the Other Private Placements (the “Common Price Adjustment”); and
(iii) a warrant (the “Warrant”) to purchase shares of Common Stock, having the terms set forth in Exhibit B. Until the approval of each of the Stockholder Proposals is obtained, the Warrant shall settle in shares of Series B Stock; thereafter, the Warrant shall settle in shares of Common Stock. The purchase of the Series B Shares, Common Stock and Warrant by the Investor is referred to herein as the “Investment.”
The Investment. The Company intends to issue and sell to the Investor, and the Investor intends to purchase from the Company, on the terms and conditions described herein, a number of shares of Common Stock of the Company, no par value per share (the “Common Stock” or “Common Shares”), equal to 24.9% of the Common Shares outstanding as of the Closing Date on a basis assuming the issuance of Common Shares in the Other Private Placements (as defined below) and in the TARP Exchange but excluding any issuance of Common Shares pursuant to outstanding Company Options, Company Stock Appreciation Rights and the TARP Warrant (“Pro Forma Basis”) (rounded down to the nearest whole share), at a price of $0.75 per share (the “Investment”).
