Purchase and Sale of Preferred Shares and Warrants. 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.
1.1.2. On or prior to the Initial Closing, the Company shall have authorized (i) the sale and issuance of the Preferred Shares; (ii) the issuance of the Conversion Shares; (iii) the sale and issuance of the Warrants; and (iv) the issuance of the Warrant Shares.
1.1.3. The Preferred Shares shall be issued, and purchased by the Investors, from time to time in accordance with the terms of this Agreement in sub series, with the Preferred Shares issued at the Initial Closing, as hereinafter defined, being designated as the "Series B-1 Preferred Shares" and the Preferred Shares issued at the first Subsequent Closing, as hereinafter defined, being designated as the "Series B-2 Preferred Shares" and so on for each Subsequent Closing as contemplated in Section 1.3. As provided in and subject to the Certificate of Designation, all Preferred Shares across all sub series shall have the same rights, preferences, privileges and restrictions, except as to voting rights as described in the Certificate of Designation. As used herein, the term "Preferred Share" and "Preferred Shares" refers to a Preferred Share of any sub series and all Preferred Shares across all sub series, respectively
Purchase and Sale of Preferred Shares and Warrants. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Investor, and each Investor severally agrees to purchase from the Company, on the Closing Date the number of shares of Preferred Stock and a Warrant to purchase the aggregate number of shares of Common Stock set forth opposite such Investor's name on Schedule 1, for the purchase price set forth opposite such Investor's name on Schedule 1 (all of the shares of Preferred Stock being purchased pursuant hereto being referred to herein as the "Preferred Shares;" all of the shares of Common Stock issuable upon the exercise of the Warrants being issued pursuant hereto being referred to herein as the "Warrant Shares;" and the aggregate purchase price for the Preferred Shares and Warrants being referred to herein as the "Purchase Price"). The Purchase Price shall be paid to the Company in cash, by wire transfer of immediately available funds to an account designated by the Company, one Business Day prior to the Closing Date.
Purchase and Sale of Preferred Shares and Warrants. Subject to the -------------------------------------------------- terms and conditions set forth herein, the Company agrees that it will issue to the Purchasers, and the Purchasers agree that they will acquire from the Company, at the Time of Purchase, in the aggregate, (i) 1,000,000 shares of Preferred Stock, for an aggregate purchase price of $2,985,000 (the "Preferred --------- Shares Purchase Price"), and (ii) the Warrants, for an aggregate purchase price --------------------- of $15,000 (the "Warrants Purchase Price"), in cash, by wire transfer of ----------------------- immediately available funds to an account designated in a notice delivered to the Purchasers not later than two Business Days prior to the Closing Date. The number of shares of Preferred Stock and Warrants to be acquired by each Purchaser, and the purchase price to be paid therefor, is set forth on Schedule I hereto. The shares of Preferred Stock being purchased pursuant hereto are referred to herein as the "Preferred Shares." The Preferred Shares shall have ---------------- the rights and preferences set forth in the Certificate of Amendment.
Purchase and Sale of Preferred Shares and Warrants. The Company agrees to issue and sell to the Investor, and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, the Investor agrees to purchase (a) 500,000 shares of the Company's Series A Convertible Preferred Stock, with a par value of $0.02 per, duly authorized, validly issued, fully paid, non-assessable and free and clear of any and all Liens (the "Preferred Shares"), and (b) a warrant to purchase 500,000 shares of Common Stock with a par value of $0.02 per share (the "Warrants"). The aggregate purchase price for the Preferred Stock and the Warrants shall be $5,000,000 (the "Purchase Price")
Purchase and Sale of Preferred Shares and Warrants. SPIN-OFF.
Purchase and Sale of Preferred Shares and Warrants. (a) Subject to the terms and conditions herein, the Company has the right to require the Investors to purchase, and each Investor severally agrees to purchase its Percentage Allocation of, shares of Preferred Stock having an aggregate Liquidation Preference of up to $17,500,000.
(b) If Schedule 1 sets forth an Effective Date Drawdown Amount, then the first Closing and the first Closing Date shall occur on the Effective Date and the Drawdown Amount for such Closing shall be the Effective Date Drawdown Amount. If Schedule 1 does not set forth an Effective Date Drawdown Amount, then the first Closing and the first Closing Date shall occur, and the Drawdown Amount for such Closing shall be, as set forth in the first Drawdown Notice, if any, delivered by the Company pursuant to Section 2.2. If Schedule 1 does not set forth an Effective Date Drawdown Amount and the Company does not deliver any Drawdown Notice pursuant to Section 2.2, then there shall be no Closing under this Investment Agreement.
(c) The Company agrees that at each Closing it shall issue and sell to each Investor, and each Investor agrees that at each Closing it shall purchase from the Company, for a purchase price equal to such Investor's Percentage Allocation of the Drawdown Amount for such Closing, that number of Preferred Shares having an aggregate Liquidation Preference equal to such Investor's Percentage Allocation of the Drawdown Amount for such Closing; PROVIDED that in the event any Additional Investor is unable to purchase its Percentage Allocation at the first Closing, Xxxxx shall purchase such Additional Investor's Percentage Allocation (up to an aggregate Liquidation Preference of $2.5 million) on such Additional Investor's behalf and such Additional Investor shall repurchase such Percentage Allocation from Xxxxx as soon as practicable thereafter. The Additional Investors may re-allocate their respective Percentage Allocations among themselves or to third parties; PROVIDED, that (i) any such third parties execute this Investment Agreement and all Transaction Documents to which the Additional Investors are party prior to being allotted any Percentage Allocation, and (ii) Xxxxx'x Percentage Allocation may in no event be less than 14.3%. In the event of any reallocation of Percentage Interests among the Additional Investors, any Additional Investor whose Percentage Allocation is reduced shall transfer and assign to the Additional Investor receiving his Percentage Allocation a proportio...
Purchase and Sale of Preferred Shares and Warrants. Purchase of the Preferred Shares and Warrants 9 Section 2.02 Initial Closing 10 Section 2.03 Closing 10 Section 2.04 Purchase Price 10 Section 2.05 Purchase Deliverables 10 Article III REPRESENTATIONS AND WARRANTIES OF INVESTOR Section 3.01 Organization; Authority 11 Section 3.02 Validity; Enforcement 11 Section 3.03 No Conflicts 11 Section 3.04 Investor Status 12 Section 3.05 Understandings or Arrangements 12 Section 3.06 Transfer or Resale 12 Section 3.07 Legends 12 Section 3.08 No General Solicitation 13 Section 3.09 Foreign Purchasers 13 Article IV
Purchase and Sale of Preferred Shares and Warrants. Upon the basis of the representations and warranties, and subject to the terms and conditions set forth in this Agreement, the Company covenants and agrees to sell to the Purchasers on the Closing Date (as hereinafter defined) (i) the number of shares (the "PREFERRED SHARES") of its Series A Preferred Stock (the "PREFERRED STOCK") set forth opposite the name of such Purchaser under the heading "The Number of Preferred Shares to be Purchased," each such Preferred Share convertible in accordance with the terms and conditions of the Company's Certificate of Designation for the Preferred Stock in the form of EXHIBIT A annexed hereto (the "CERTIFICATE OF DESIGNATION") on the dates set forth in the Certificate of Designation (any such date of conversion, the "CONVERSION DATE") into shares of the Company's Common Stock (the "CONVERSION SHARES") and (ii) a warrant in substantially the form of EXHIBIT B hereto (the "WARRANT") to purchase the number of shares of the Company's Common Stock (the "WARRANT SHARES") set forth opposite the name of such Purchaser under the heading "Number of Warrant Shares." The Preferred Shares (together with the Warrant Shares, the "SHARES"), and the Warrants shall be purchased at the aggregate purchase price (the "PURCHASE PRICE") set forth opposite the name of such Purchaser under the heading "Aggregate Purchase Price." The Preferred Stock and Warrants are sometimes hereinafter collectively referred to as the "SECURITIES."
Purchase and Sale of Preferred Shares and Warrants. The -------------------------------------------------- Company agrees to issue and sell to the Purchasers and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, the Purchasers agree to purchase the Preferred Shares and the Warrants, as follows:
(a) At the Initial Closing, the Company shall issue and sell to CRL III the Preferred Shares and Warrants (the "Initial Closing Warrants") to acquire 972,293 Warrant Shares.
(b) At the Final Takedown Closing, the Company will issue to the Purchasers Warrants (the "Final Takedown Closing Warrants") to acquire 102,091 Warrant Shares (the "Final Takedown Closing Warrant Shares"), such that the Company will issue to each Purchaser that number of Warrants equal such Purchaser's Pro Rata Share (as such term is defined in the Assignment Agreement) of the Final Takedown Closing Warrants.
Purchase and Sale of Preferred Shares and Warrants. Upon the following terms and conditions, the Company is offering to each Purchaser the number of Preferred Shares and Warrants set forth opposite such Purchaser’s name on such Purchaser’s signature page hereto. The designation, rights, preferences and other terms and provisions of the Preferred Shares are set forth in the Series B Certificate of Designation, substantially in the form attached hereto as Exhibit A (the “Series B Certificate of Designation”).
