The Purchased Securities. The Purchased Securities upon issuance:
(i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws;
(ii) have been, or will be, duly and validly authorized and on the date of issuance of the Purchased Securities, the Purchased Securities will be duly and validly issued, fully paid and nonassessable or if resold in a transaction registered pursuant to the 1933 Act and pursuant to an effective registration statement or exempt from registration will be free trading, unrestricted and unlegended;
(iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities of the Company; and
(iv) will not subject the holders thereof to personal liability by reason of being such holders.
The Purchased Securities. The Purchased Securities upon issuance:
(i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the 1933 Act and any applicable state securities laws;
(ii) have been, or will be, duly and validly authorized and on the date of issuance of the Purchased Securities, the Purchased Securities will be duly and validly issued, fully paid and non-assessable;
(iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities of the Company; and
(iv) will not subject the holders thereof to personal liability by reason of being such holders.
The Purchased Securities. The Purchased Securities will be, as of the Closing Date, duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered as provided in this Agreement, will be duly and validly issued, fully paid and non-assessable, and the issuance thereof will not be subject to any preemptive or similar rights.
The Purchased Securities. The Purchased Securities to be issued and sold by the Company hereunder have been duly authorized and, when issued and delivered against receipt of the consideration therefor as provided herein and contemplated by Section 2.01(a), will be duly and validly issued, will be fully paid and nonassessable. The Common Stock included in the Purchased Securities will conform to the descriptions thereof in the Company SEC Documents as filed on or prior to the Acquisition Agreement Date. The issuance of the Purchased Securities is not, and will not be, subject to any preemptive or similar rights.
The Purchased Securities. The Purchased Securities will be issued and registered in the name of the Subscriber or its nominee in accordance with the instructions provided by the Subscriber on page ii of this Agreement. The issue of the Purchased Securities will not restrict or prevent the Corporation from obtaining any other financing, or from issuing additional securities, options, warrants or rights.
The Purchased Securities. The Purchased Securities will, upon issuance, be duly authorized, legally and validly issued, fully paid and non-assessable, and free and clear of all liens, mortgages, pledges, and other encumbrances of any nature, unless expressly provided herein to the contrary.
The Purchased Securities. (a) On the Closing Date (as hereinafter defined) and subject to the terms and conditions set forth herein, the Purchaser shall purchase and acquire and the Company shall sell to the Purchaser the Purchased Securities, including, without limitation, an aggregate of 120,000,000 Class A Common Shares and Equivalents. Such Purchased Securities shall be evidenced by the Company’s delivery to the Purchaser on the Closing Date of:
(i) that number of Class A Common Shares determined by dividing (i) the Cash Payment (as defined in Section 2.1.2(a) below) paid at Closing, by (ii) $2.25; and
(ii) that number of Series A Preferred Shares of the Company determined by dividing (i) the principal amount of the Purchaser Note (as defined in Section 2.1.2(b) below) delivered at Closing, by (ii) $10.00. For the avoidance of doubt, if the Cash Payment at Closing is $105,000,000 and the Purchaser Note is $165,000,000, then at Closing the Purchaser shall receive from the Company an aggregate of 46,666,667 Class A Common Shares and an aggregate of 16,500,000 Series A Preferred Shares, convertible into an additional 73,333,333 Class A Common Shares.
(b) Notwithstanding the provisions of Section 2.1.1(a) above, prior to the Closing Date, the Purchaser may elect, by written notice to the Company, to receive all of the Purchased Securities in the form of 120,000,000 Class A Common Shares; in which event no Series A Preferred Shares shall be issued under this Agreement by the Company.
(c) To the extent that the Company does issue Series A Preferred Shares, dividends on such Purchased Securities shall only be payable, as to those Series A Preferred Shares which shall have been paid for in cash (at the rate of $10.00 per Series A Preferred Share) by prepayment or payment of the Purchaser Note.
The Purchased Securities. The Purchased Securities (including the Class A Common Shares issuable upon conversion of the Series A Preferred Shares) and the Class B Common Shares will, upon issuance, be duly authorized, legally and validly issued, fully paid and non-assessable, and free and clear of all liens, mortgages, pledges, and other encumbrances of any nature, unless expressly provided herein to the contrary.
The Purchased Securities. The Purchased Securities and the Common Shares issuable upon conversion of the Purchased Securities are duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered as provided in this Agreement, will be duly and validly issued, fully paid and nonassessable, will have the rights set forth in the Certificate of Designations and the Company’s bye-laws and memorandum of association, as applicable, and the issuance thereof will not be subject to any preemptive, subscription or similar rights.
The Purchased Securities. (a) Upon the acceptance by the Company and subject to the conditions of this Securities Purchase Agreement, the Company shall deliver to the undersigned (i) a Note in the initial principal amount equal to the Initial Principal Amount and (ii) one X Warrant for each $1.00 of the Initial Principal Amount. The Company and the placement agent, HCFP/Capital Markets LLC (the “Placement Agent”) and one or more sub-agents it may engage, may offer Notes in the aggregate principal amount up to $1,000,000 (the “Offering Size”) in connection with the offering of Purchased Securities (the “Offering”); provided, however, the Company shall, in its sole discretion, have the right to increase the Offering Size.
(b) The number and kind of securities issuable upon the exercise of one or more X Warrants (or W Warrants issued in replacement of such X Warrants pursuant to the terms thereof, each a “Replacement W Warrant”) issuable upon conversion of the Note, including Z Warrants, shall be subject to adjustment, upon the issuance of such securities upon conversion of the Note, as if the Noteholder was a holder of such securities as of the date hereof, pursuant to the applicable terms and conditions set forth in Section 3 of the form of warrant attached hereto as Exhibit B.
(c) Within a reasonable period of time following written request therefor by the Noteholder, or at any other time at the Company’s option prior to conversion of the Note, the Company will specify to the Noteholder the then current purchase price and reasonable details of any adjustments pursuant to Section 1 (b) hereof, including the number and exercise price of any X Warrants (or Replacement W Warrants) or other securities or property into which the Note shall be convertible following the occurrence of any of the events specified in Section 1(b) hereof. Delivery of such notice shall be deemed to be a final and binding determination with respect to any such adjustments unless challenged by the Noteholder within ten (10) days of receipt thereof, absent manifest error.
(d) The initial Holder of the X Warrants (or Replacement W Warrants) (and any assignee or other transferee, in each case, approved in advance by the Company) (the “Initial Holder”) shall have the right to exercise the X Warrants (or Replacement W Warrants) on a cashless basis, at such Initial Holder’s sole discretion, in lieu of exercising the X Warrants (or Replacement W Warrants) by payment of cash pursuant to Section 2(b) of the form of warran...
