The Issuance. The Company intends to issue in a private placement 50,000 shares of its 6% Cumulative Perpetual Preferred Stock, Series T (the “Preferred Shares”) and a warrant to purchase 700,000,000 shares of its Common Stock (the “Warrant” and, together with the Preferred Shares, the “Purchased Securities”) and the Investor intends to purchase from the Company the Purchased Securities.
The Issuance. The Company intends to issue to the Investors in a private placement 2,180,233 shares of Common Stock (the “Purchased Securities”), and the Investors intend to purchase from the Company the Purchased Securities.
The Issuance. At the Closing, and upon the terms and subject to the conditions of this Agreement, the Company agrees to issue and sell to Investor, and Investor agrees to purchase from the Company, the Issuance Shares, at a price per share equal to the Issuance Price.
The Issuance. The Company desires to issue and sell and the Investor desires to purchase Contingent Convertible Promissory Notes of the Company in an aggregate principal amount of One Hundred Million Dollars ($100,000,000) with terms as described in Annex A and Annex B hereto (as amended or otherwise modified from time to time, together with any promissory note or notes issued in exchange therefor or in substitution thereof, the “Notes”).
The Issuance. In connection with the Offering, the Company intends to issue to the Investors in a private placement that number of shares of Common Stock that, inclusive of the 2,785,600 shares of Common Stock and the warrants to purchase 5,114,633 shares of Common Stock held by the Investors in the aggregate, equals 19.9% of the outstanding Common Stock immediately following the termination of the Offering Period, or approximately 4,645,102 shares of Common Stock (such aggregate number of shares, the “Target Purchase Amount”), subject to adjustment as set forth in Section 1.1 (such aggregate number of shares, as adjusted, the “Purchased Securities”), and the Investors intend to purchase from the Company the Purchased Securities.
The Issuance. The Company intends to issue to the Investors in a private placement 3,076,923 shares of Common Stock (the “Purchased Common Shares”); 600 shares of its Series A Cumulative Redeemable Preferred Stock (the “Series A Shares”) having the rights, preferences and privileges set forth in the Amended and Restated Series A Certificate of Designations attached as Annex A hereto (the “Series A Certificate”); and warrants to purchase 3,076,923 shares of its Common Stock at an exercise price of $1.95 per share (the “Warrants” and, together with the Purchased Common Shares and the Series A Shares, the “Purchased Securities”) in the form attached as Annex B hereto, and the Investors intend to purchase from the Company the Purchased Securities.
The Issuance. The Company intends to issue up to 43,797 shares of Common Shares at a price of $3.00 per share in a private placement (the “Offering”), and the Investor intends to purchase from the Company the number of Common Shares indicated on the signature page hereof (collectively, the “Purchased Securities”). For purposes of this Agreement, the term “Transaction Documents” refers collectively to this Agreement and any other documents, agreements and instruments delivered in connection herewith (including prior to the date hereof), in each case, as amended, modified or supplemented from time to time in accordance with their respective terms.
The Issuance. The Company intends to issue to the Investors in a private placement 6,000 shares of its Series A Cumulative Redeemable Preferred Stock (the “Series A Shares”) having the rights, preferences and privileges set forth in the Series A Certificate of Designations attached as Annex A hereto (the “Series A Certificate”); 190,476.19 shares of its Series B Voting Preferred Stock (the “Series B Shares” and, together with the Series A Shares, the “Preferred Shares”) having the rights, preferences and privileges set forth in the Series B Certificate of Designations attached as Annex B hereto (the “Series B Certificate” and, together with the Series A Certificate, the “Certificates of Designations”); and warrants to purchase 19,047,619 shares of its Common Stock at an exercise price of $3.15 per share (the “Warrants” and, together with the Preferred Shares, the “Purchased Securities”) in the form attached as Annex C hereto, and the Investors intend to purchase from the Company the Purchased Securities.
The Issuance. (a) The Company may, at its option, consummate the offering and issuance of the New Senior Notes (the “Issuance”).
(b) Immediately upon the consummation of the Issuance, the Company shall (i) deliver to the trustee under the Senior Notes Indenture an unconditional notice of redemption in accordance with Sections 5.3 and 5.5 of the Senior Notes Indenture to redeem all outstanding Senior Notes in full on December 15, 2009 and (ii) irrevocably deposit with the trustee under the Senior Notes Indenture, in accordance with the satisfaction and discharge provisions of Article XI of the Senior Notes Indenture, such portion of the Net Cash Proceeds of the Issuance as will be sufficient to pay the aggregate redemption price (including accrued and unpaid interest) for all Senior Notes on December 15, 2009 (the “Satisfaction and Discharge”). Default by the Company in the performance of its obligations under this Section 4(b) shall constitute an Event of Default under the Credit Agreement.
The Issuance. (a) The Company may, not later than 30 days after February 4, 2011, consummate the offering and issuance of the New Senior Notes (the “Issuance”).
(b) Immediately upon the consummation of the Issuance, the Company shall use the proceeds of the Issuance to repay in full in cash the Second Lien Obligations. Default by the Company in the performance of its obligations under this Section 3(b) shall constitute an Event of Default under the Credit Agreement.
