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.
Purchase and Sale of Preferred Shares. Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and Second Closing Shares indicated next to such Investor's name on Schedule I attached hereto.
Purchase and Sale of Preferred Shares. Subject to the terms hereof, the Company agrees to issue and sell to Purchaser, and Purchaser hereby agrees to purchase from the Company, Two Thousand Five Hundred (2,500) Preferred Shares, at a purchase price of One Thousand Dollars ($1,000.00) per share. The Purchaser shall acquire the Preferred Shares on the Closing Date in an aggregate principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (the " Purchase Price ").
Purchase and Sale of Preferred Shares. Sale and Issuance of Preferred Shares 1
Purchase and Sale of Preferred Shares. (a) Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell to the Company, and the Company agrees to purchase from the Seller, the Preferred Shares for the aggregate of the respective purchase prices (the Aggregate Purchase Price ) set forth by series below: Total Number Price Purchase Series of Shares per Share Price -------------------------- --------- -------------- -------------- Series F Preferred Stock 1940.636 $12,693.708145 $24,633,867.00 Series T-1 Preferred Stock 152.1 12,926.80802 1,966,168.50 Aggregate Purchase Price $26,600,035.50 ==============
(b) Certificates evidencing the Preferred Shares will be made available for inspection by the Company at 3:00 p.m., New York time, on the business day prior to, or two business days prior to, the Closing Date (as defined below), at a meeting at the offices of Xxxxxxxx & Xxxxxxxx referred to in Section 3(c) hereof (such meeting, the Pre-Closing ). A representative of the Company or of such office or agency maintained for the purpose of effecting conversions of the Series F Preferred Stock (the Company or such office or agency, the Transfer Agent ) shall attend the Pre-Closing for the purpose of preparing, and exchanging Seller s certificate for the Series F Preferred Stock for, two certificates, the first representing the shares of the Series F Preferred Stock to be sold to the Company pursuant to this Agreement and the second representing the Remaining Series F Shares.
(c) Certificates evidencing the Preferred Shares, together with appropriate instruments for the transfer thereof to the Company, shall be delivered by the Seller to the Company against payment by the Company of the Aggregate Purchase Price therefor by wire transfer of immediately available funds to the account of the Seller at a bank to be identified to the Company at least one day prior to the Closing. Such delivery shall take place at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other location as the Seller and the Company may agree to in writing. The time and date of payment and delivery shall be 9:30 a.m., New York time, on May 22, 1997, or such other time and date as the Seller and the Company may agree to in writing. The parties hereby agree that the consummation of the Company s purchase of the Series T-2 Preferred Stock pursuant to the Company s right of first offer pursuant to Section 7.2 of the Investment Agreement shall occur on the Closing Date ...
Purchase and Sale of Preferred Shares. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, agrees to subscribe from the Company, on the Closing Date the number of Preferred Shares set forth opposite such Purchaser’s name on Schedule 2 hereto, for the purchase price set forth opposite such Purchaser’s name on Schedule 2 hereto (all of the Preferred Shares being purchased pursuant hereto being referred to herein as the “Subscribed Shares”).
Purchase and Sale of Preferred Shares. On and subject to the terms and conditions of this Agreement, at the Initial Closing Borrower shall sell, convey, assign, transfer and deliver 1,500,000 Preferred Shares to Lender representing all of the issued and outstanding shares of Borrowers’ preferred stock of all classes free and clear of all Encumbrances, and Lender shall purchase, acquire and accept all such Preferred Shares for the consideration specified in Section 3(a)(ii).
Purchase and Sale of Preferred Shares. Upon the following terms and conditions, the Company shall issue and sell to the Purchaser, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase from the Company, at a purchase price of $1,000,000 (the “Purchase Price”), 100 shares of the Company’s Series A-1 Convertible Preferred Stock (the “Preferred Shares”), convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The designation, rights, preferences and other terms and provisions of the Series A-1 Convertible Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A-1 Convertible Preferred Stock attached hereto as Exhibit B (as amended from time to time, the “Certificate of Designation”).
Purchase and Sale of Preferred Shares. Upon the terms and subject to the conditions herein contained, on the date hereof or such other date as the parties may agree (the ("Closing Date"), the Company shall issue to the Purchasers and the Purchasers shall acquire from the Company, the number of Preferred Shares set forth next to each Purchaser's name on SCHEDULE 1 hereto. The aggregate purchase price of such Preferred Shares, to be paid by the Purchasers in the amount set forth next to each Purchaser's name on SCHEDULE 1 hereto, shall be One Million Two Hundred Thousand Dollars ($1,200,024)(the "Purchase Price").
Purchase and Sale of Preferred Shares. Section 1.1 of the Preferred Stock Investment Agreement is hereby amended by deleting such Section in its entirety and substituting the following therefor:
