The Warrants and the Preferred Shares Sample Clauses

The Warrants and the Preferred Shares. (a) On the Closing Date, Rice agrees to purchase from the Company at the purchase price set forth below, and the Company agrees to issue to Rice, all in accordance with the terms and conditions of this Agreement: (i) a Warrant A-1 (relating to the Notes) in substantially the form attached to this Agreement as Annex B and incorporated in this Agreement by reference to purchase, at a purchase price of $100, the number of shares of Common Stock set forth beneath the name of Rice on the signature page of this Agreement for such Warrant A-1; (ii) a Warrant A-2 (relating to the Series B Preferred Stock) in substantially the form attached to this Agreement as Annex C and incorporated in this Agreement by reference to purchase, at a purchase price of $100, the number of shares of Common Stock set forth beneath the name of Rice on the signature page of this Agreement for such Warrant A-2; and (iii) 40,000 shares of Series B Preferred Stock, at a purchase price of $8,000,000, having the rights, restrictions, privileges, and preferences set forth in the articles of amendment of the Company's articles of incorporation attached to this Agreement as Annex H (the "Certificate"). (b) On the Closing Date, F-Southland agrees to purchase from the Company, and the Company agrees to issue to F-Southland, all in accordance with the terms and conditions of this Agreement: (i) a Warrant B-1 (relating to the Notes) in substantially the form attached to this Agreement as Annex D and incorporated in this Agreement by reference to purchase, at a purchase price of $100 the number of shares of Common Stock set forth beneath the name of F- Southland on the signature page of this Agreement for such Warrant B-1; (ii) a Warrant B-2 (relating to the Series B Preferred Stock) in substantially the form attached to this Agreement as Annex E and incorporated in this Agreement by reference to purchase, at a purchase price of $100 the number of shares of Common Stock set forth beneath the name of F-Southland on the signature page of this Agreement for such Warrant B-2; (iii) 5,000 shares of Series B Preferred Stock, at a purchase price of $1,000,000, having the rights, restrictions, privileges, and preferences set forth in the Certificate. (c) On the Closing Date, the FF-Southland agrees to purchase from the Company, and the Company agrees to issue to the FF-Southland, all in accordance with the terms and conditions of this Agreement: (i) a Warrant C-1 (relating to the Notes) in substantially the...
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The Warrants and the Preferred Shares. On the Closing Date, Rice agrees to purchase from the Company at the purchase price set forth below, and the Company agrees to issue to Rice, all in accordance with the terms and conditions of this Agreement: (a) a First Supplemental Warrant A-2 (relating to the Series B Preferred Stock) in substantially the form attached to this Agreement as Annex B and incorporated in this Agreement by reference to purchase, at a purchase price of $100, the number of shares of Common Stock set forth beneath the name of Rice on the signature page of this Agreement for such Warrant A-2; and (b) 13,125 shares of Series B Preferred Stock, at a purchase price of $200 per share (for a total of $2,625,000) having the rights, restrictions, privileges, and preferences set forth in the articles of amendment of the Company's articles of incorporation attached to the Original Purchase Agreement as Annex H (the "Certificate"). The Company has, on or before the Closing Date, duly authorized the Series B Preferred Stock being purchased and sold pursuant to the terms of this Agreement by duly filing the Certificate with the Secretary of State of the State of Florida. On the Closing Date, the Company will deliver to Rice a certificate evidencing and representing the shares of Series B Preferred Stock issued to such Purchaser, which certificate shall be issued in such Purchaser's name or in the name of its designee.
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The Warrants and the Preferred Shares. Section 2.01 of the Second Restated Purchase Agreement is hereby amended by adding following section (h)(i) the following: (i) On the First Amendment to Second Restatement Closing Date, Indosuez II agrees to purchase from the Company at the purchase price set forth below, and the Company agrees to issue to Indosuez II, all in accordance with the terms and conditions of this Agreement: (i) 85,313 shares of Series B Preferred Stock at a purchase price of $395,000, or $4.63 per share, having the rights, restrictions, privileges, and preferences set forth in the Certificate.
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The Warrants and the Preferred Shares. Section 2.01 of the Second Restated Purchase Agreement is hereby further amended by deleting the first sentence of the last paragraph thereof and substituting in lieu thereof the following: On the First Amendment to Second Restatement Closing Date, the Company will deliver to Indosuez II a certificate evidencing and representing the shares of Series B Preferred Stock, issued to such Purchaser. The Company has duly authorized the Series A Preferred Stock and Series B Preferred Stock purchased and sold pursuant to the terms of this Agreement by duly filing the Certificate with the Secretary of State of the State of Delaware. The shares of Series A Preferred Stock and the shares of Series B Preferred Stock subject to the terms of this Agreement are sometimes referred to in this Agreement as the "Preferred Shares."
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Related to The Warrants and the Preferred Shares

  • No Rights as Warrant Securityholder Conferred by Warrants or Warrant Certificates No Warrant Certificate or Warrant evidenced thereby shall entitle the holder thereof to any of the rights of a holder of Warrant Securities, including, without limitation, the right to receive the payment of dividends or distributions, if any, on the Warrant Securities or to exercise any voting rights, except to the extent expressly set forth in this Agreement or the applicable Warrant Certificate.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Series A Preferred Stock On the terms and subject to the conditions set forth herein, as soon as practicable after the receipt of the approvals of the Board of Directors of the Company and the stockholders of the Company, including the holders of the Series A Preferred Stock, referred to in Paragraph 5, the Company will amend the terms of the Series A Preferred Stock so that, as amended, the Series A Preferred Stock will have only such rights, preferences and privileges set forth on Exhibit A hereto (as so amended, the "New Preferred Stock"). As set forth in Exhibit A hereto, the New Preferred Stock will offer the holders thereof the options set forth in subparagraphs (a)-(c) below, as such holder may elect. All references herein to the Series A Preferred Stock or the New Preferred Stock shall be deemed to include all rights to dividends or other distributions in respect of such Series A Preferred Stock or the New Preferred Stock. (a) OPTION 1 - CASH. The New Preferred Stock shall be exchangeable at the option of the holder thereof at any time prior to the date which is ten days after the Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Series A Preferred Stock, up to an aggregate amount of $6.4 million face value and accrued and unpaid dividends. If, in the judgment of the Board of Directors of the Company, the Company's financial condition and results of operations permit the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) of the New Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire to exchange in the aggregate a greater face value (plus accrued and unpaid dividends) of the New Preferred Stock than is permitted under the terms of the New Preferred Stock, New Preferred Stock will be accepted for exchange by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued and unpaid dividends) of the New Preferred Stock tendered for exchange.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Issuance of the Preferred Securities On ________________, ______ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

  • Purchase and Sale of Preferred Shares (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share. (b) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the Second Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company shall issue, sell and deliver to each Second Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each Second Closing Investor shall purchase at the Second Closing, the number of Series B Units set opposite such Second Closing Investor’s name in the column labeled “Series B Units to be purchased at the Second Closing” on Appendix I-B from the Company at a purchase price of $3.00 per Series B Unit, subject to the limitation set forth in Section 2.5 with respect to the Debenture Holder Investors. The Series B Preferred Shares shall accrue dividends from the date of issuance.

  • Common Shares 4 Company...................................................................................... 4

  • The Warrants The Warrants shall have the terms and conditions and be in the form attached hereto as Exhibit B.

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

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