Sale and Issuance of Series C Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit A (the “Restated Certificate”).
Sale and Issuance of Series C Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of California on or before the Closing (as defined below) an Amended and Restated Articles of Incorporation in the form attached hereto as EXHIBIT A (the "Restated Articles").
Sale and Issuance of Series C Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined in Section 1.2(a) below) the Third Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit B (the "Restated Certificate").
Sale and Issuance of Series C Preferred Stock. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to each Purchaser at the Closing that number of Series C Preferred Shares set forth opposite each Purchaser’s name on Schedule I, at a purchase price of $26.64 per share. The Series C Preferred Shares issued to the Purchasers pursuant to this Agreement (including any shares issued at the Initial Closing and any Additional Shares) shall be referred to in this Agreement as the “Shares.”
Sale and Issuance of Series C Preferred Stock. (a) The Company shall adopt and file with the Wisconsin Department of Financial Institutions of on or before the Closing (as defined below) the Amended and Restated Articles of Incorporation in the form attached hereto as Exhibit A (the “Certificate”).
Sale and Issuance of Series C Preferred Stock. (a) The Board of Directors of the Company shall adopt and file with the Secretary of State of the State of California on or before the Initial Closing (as defined below) the Second Amended and Restated Articles of Incorporation (collectively, the "Restated Articles") in substantially the form attached hereto as Exhibit A-1.
Sale and Issuance of Series C Preferred Stock. Subject to the terms and conditions hereof, the Company will issue and sell to the Purchasers and the Purchasers will buy that number of Shares set forth opposite each Purchaser’s name on the Schedule of Purchasers attached hereto as Exhibit A at a per share purchase price of $1.132 (the “Per Share Price”) for the consideration specified opposite the name of each Purchaser in the Schedule of Purchasers. The Company’s agreements with each of the Purchasers are separate agreements, and the sale of the Shares to each Purchaser is a separate sale.
Sale and Issuance of Series C Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Fourth Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit B (the "Restated Certificate"). --------- -------------------- (b) Subject to the terms and conditions of this Agreement, each Purchaser (except Xxxxxx.xxx, Inc. and Xxxxxxx Xxxxxxx Xxxxxxxx & Xxxxx VIII, L.P.) severally agrees to purchase and the Company agrees to sell and issue to each such Purchaser that number of shares of Series C Preferred Stock listed opposite such Purchaser's name on Exhibit A attached hereto at a --------- purchase price of $7.825 per share. The shares of Series C Preferred Stock issued to each such Purchaser pursuant to this Agreement are hereinafter referred to as the "Stock." The Purchasers who are purchasing Stock pursuant to ----- this Section 1.1 are referred to herein as the "Stock Purchasers." ---------------- (c) The Stock and the Common Stock issuable upon conversion of the Stock shall have the rights, privileges, preferences and restrictions as set forth in the Restated Certificate.
Sale and Issuance of Series C Preferred Stock. Subject to the terms and conditions of this Agreement, each Purchaser agrees to purchase at the Initial Closing (as defined below), and the Company agrees to sell and issue to such Purchaser at the Initial Closing, that number of shares of the Company's Series C Preferred Stock set forth opposite such Purchaser's name on Exhibit A hereto (the "Shares") for the purchase price set forth thereon (the "Purchase Price"). The Company's agreement with each Purchaser is a separate agreement, and the sale of the Shares to each Purchaser is a separate sale.
Sale and Issuance of Series C Preferred Stock. Subject to the terms and conditions of this Agreement, each Investor agrees to purchase at the Closing (as hereinafter defined), and the Company agrees to sell and issue to each Investor, the number of shares of Series C Stock set forth opposite such Investor's name on Schedule I hereto, having the terms set forth in the amended and restated certificate of incorporation of the Company in the form of Exhibit A hereto and the certificate of designations of the Company in the form of Exhibit B hereto (collectively, the "Certificate"), at a price of $7.81 per share, for an aggregate purchase price in the amount set forth opposite such Investor's name on Schedule I hereto. The total amount of shares of Series C Stock sold to the Investors pursuant to this Agreement is sometimes hereinafter referred to as the "Shares," and the Class A Common Stock, par value $.001 per share, of the Company (the "Class A Common Stock") issuable upon conversion of the Shares is sometimes hereinafter referred to as the "Conversion Stock." The Shares and the Conversion Stock are sometimes hereinafter collectively referred to as the "Securities."
