Securities to be Issued. The Holder agrees to accept, and the Company agrees to issue and transfer to the Holder, 2,971,132 shares of the Company's Common Stock, $0.001 par value, having a value of $0.064 per share, which was the closing price of the Common Stock on the Effective Date. The Common Stock issued in payment of the loans shall be referred to in this Agreement as the "Shares".
Securities to be Issued. The Common Stock to be issued to the Investors pursuant to this Agreement (a) shall be subject to the terms and provisions of the Company’s certificate of incorporation as in effect on the date hereof and (b) for the avoidance of doubt, shall be deemed “Registrable Securities” under the Registration Agreement.
Securities to be Issued. The Holder agrees to accept, and the Company agrees to issue and transfer to the Holder, shares of the Company's Common Stock. The number of shares of Common Stock to be issued shall be determined by dividing the total of the Amount Owed and the Expenses by the closing price of the Common Stock on the trading date immediately prior to the date of this Agreement. The Common Stock issued in payment of the Amount Owed and as reimbursement for the Expenses shall be referred to in this Agreement as the "Shares".
Securities to be Issued. The Acquired Shares to be issued to the Investor pursuant to this Agreement shall be subject to the terms and provisions of the Company's certificate of incorporation.
Securities to be Issued. Upon execution of this Agreement, the Holder agrees to accept, and the Company agrees to issue and transfer to the Holder, the following securities in full and final payment of the Amount Owed:
Securities to be Issued. The shares of Common Stock and the shares of Preferred Stock to be issued to the Investor pursuant to the exercise of the Rights and the terms of this Agreement shall be subject to the terms and provisions of the Company’s Certificate of Incorporation and the Certificate of Designation.
Securities to be Issued. The shares of Integrated to be issued pursuant to this agreement are of One Mil ($0.001) par value and have equal voting rights as all other shares of Integrated outstanding. Safe Tire hereby acknowledges its awareness that said shares will not, when issued, have been registered under either the Securities Act of 1933 or under applicable securities laws of any state; but are being issued in reliance on the exemption from federal regulation provided by Section 4(2) of the Securities Act of 1933 for transactions not involving any public offering and from state registration by applicable isolated transaction or private placement exemptions. Safe Tire, for itself and its stockholders, acknowledges that the shares issued pursuant hereto will be "restricted securities" as that phrase is defined by paragraph (a)(3) of SEC Rule 144 under the Act. In connection therewith, Safe Tire acknowledges, warrants, and represents as follows:
Securities to be Issued. The Anticipated Equity Financing shall consist of the issuance and sale of up to $40 million of Convertible Preferred Stock (including any shares issuable upon conversion of Bridge Funding, but not including any shares issuable upon exercise of warrants, options, and similar instruments or obligations) (the "MAXIMUM ISSUANCE"), in one or more closings over a period of 12 months commencing at the first closing of Convertible Preferred Stock (the "EQUITY FINANCING PERIOD"), so long as the aggregate amount issued and sold does not exceed the Maximum Issuance. The price per share for such issuance and sale shall be the lesser of $0.10 per share (as adjusted for stock splits, stock dividends and the like) or a 35% discount to the average closing price during the twenty trading days prior to closing; provided, however, that in no event shall the price per share be less than $0.04 per share (as adjusted for stock splits, stock dividends and the like).
Securities to be Issued. The Anticipated Equity Financing shall consist of the issuance and sale of up to $40 million of Convertible Preferred Stock (including any shares issuable upon conversion of Bridge Funding, but not including any shares issuable upon exercise of warrants, options, and similar instruments or obligations, which shares shall be issued in addition to the issuance and sale of up to $40 million) (the "MAXIMUM ISSUANCE"), in one or more closings over a period of 12 months commencing at the first closing of Convertible Preferred Stock (the "EQUITY FINANCING PERIOD"), so long as the aggregate amount issued and sold (excluding the amounts to be issued upon exercise of warrants, options and similar instruments or obligations) does not exceed the Maximum Issuance. The price per share for such issuance and sale shall be the lesser of $0.10 per share (as adjusted for stock splits, stock dividends and the like) or a 35% discount to the average closing price during the twenty trading days prior to closing; provided, however, that in no event shall the price per share be less than $0.04 per share (as adjusted for stock splits, stock dividends and the like).
Securities to be Issued. The Company will issue rights to certain units of the Company in exchange for amounts paid by the investors to the Company which will be represented by SAFEs subject to the terms described below. Investment Amount Lead Investor: $ Other investors: up to $ Total: up to $ Closing The Company may close the sale of the SAFEs in multiple closings, provided that an aggregate of at least $ shall be raised at the initial closing. The initial closing shall occur on or before , 20 , and the final closing shall take place not later than three (3) months after the initial closing. Financing Conversion Each SAFE shall automatically be converted into units of the Company issued in the first equity financing closing after the initial closing date resulting in aggregate gross proceeds to the Company of at least $3.0 million, excluding conversion of any of the SAFEs (the “Next Equity Financing;” such conversion, a “Financing Conversion”). Upon a Financing Conversion, the Lead Investor will be entitled to the same rights, preferences and privileges as the other investors purchasing equity securities in the Next Equity Financing, including any rights granted to holders of a minimum amount of units of in the Company (i.e., “major investors”), regardless of the number of units held by the Lead Investor. Conversion Price The conversion price of the SAFEs with respect to a Financing Conversion shall be the lesser of (i) a 20% discount to the lowest cash price per unit paid by investors in the Next Equity Financing or (ii) the price obtained by dividing a $ million post-money valuation (the “Valuation Cap”) by the Company’s fully diluted pre-money capitalization (assuming exercise or conversion of all outstanding SAFEs and any other convertible securities) immediately prior to the Next Equity Financing (“Company Capitalization prior to Next Equity Round”). As a result, the total Investment Amount will convert into units representing up to % of the Company Capitalization prior to Next Equity Round, and the Lead Investor’s Investment Amount will convert into units representing % of the Company Capitalization prior to Next Equity Round. Acquisition Event If the Company is merged with or otherwise acquired by another entity (an “Acquisition Event”) prior to the Next Equity Financing, then at the option of the holders of a majority in interest of the aggregate purchase amounts of the then outstanding SAFEs, either (i) the Company shall pay each SAFE holder the Investment Amount of its...
