Authorization and Sale. OF THE SHARES ------------------------------------
Authorization and Sale. 1.1 Authorization of the Series M Preferred Stock. The Company has authorized the sale and issuance of up to 50,000 shares of its Series M Preferred Stock (the "Series M Shares") to the Purchaser. The Series M Shares shall have the rights, privileges and preferences set forth in the Company's Amended and Restated Certificate of Incorporation attached as Exhibit A hereto (the "Certificate of Incorporation").
Authorization and Sale. 1.1 Authorization of the Series B Preferred Stock. The Company has authorized the sale and issuance of up to 2,000,000 shares of its Series B Preferred Stock (the "Series B Shares") to the Purchasers thereof as listed on Schedule 1 attached hereto. The Series B Shares shall have the rights, privileges and preferences set forth in the Company's Amended and Restated Certificate of Incorporation attached as Exhibit A hereto (the "Certificate of Incorporation").
Authorization and Sale. 4 2.1. Authorization of Preferred Stock and Warrants...................4 2.2. Sale and Purchase...............................................4 2.3. The Closing.....................................................5
Authorization and Sale. PMSI has authorized the issuance and sale of an aggregate of Two Million Seven Hundred Sixty-Six Thousand Eight Hundred and Twenty-Seven (2,766,827) shares (the "Shares") of its Common Stock pursuant to this Agreement. Subject to the terms and conditions hereof, PMSI shall issue and sell to the Purchaser, and the Purchaser shall purchase from PMSI, at the Closing (defined below), the Shares at a purchase price of $0.8132059 per Share for a total of Two Xxxxxxx Xxx Xxxxxxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxlars (U.S.$2,250,000) (the "Purchase Price").
Authorization and Sale. The Company has authorized the sale and issuance of up to 555,555 shares of its Series B Preferred Stock, having the rights, preferences, privileges and restrictions as set forth in the Company’s Amended and Restated Certificate of Designation (the “Certificate of Designation”), attached hereto as Exhibit A. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), the Company will issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, 555,555 investment units (each, a “Unit” and collectively, the “Units”) of the Company (the “Securities”) in which each Unit of Securities comprises (i) one share of Series B Preferred Stock of the Company (each, a “Series B Share” and, collectively, the “Series B Shares”) and (ii) a warrant, in substantially the form attached hereto as Exhibit B, the terms of which are incorporated herein by this reference, to purchase one (1) share of Common Stock at an exercise price of $10.00 per share (each a “Warrant,” and collectively, the “Warrants”) on the terms and conditions stated therein. The purchase price per Unit of Securities is $9.00 and the aggregate purchase price for the Securities purchased under this Agreement is $4,999,995.
Authorization and Sale. Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined), the Company will sell and issue to the Purchaser its convertible promissory note in the original principal amount of Four Million Nine Hundred Ninety Thousand Dollars ($4,990,000.00) (the “Original Principal Amount”) and bearing interest at a rate of six percent (6%) per annum (the “Note”), substantially in the form attached hereto as Exhibit “A” and incorporated herein by this reference, and the Purchaser will purchase and pay for the Note. The Note shall be purchased at face value (ie. the Original Principal Amount). Under certain conditions as provided for therein, the Note is convertible into shares of the Company’s common stock, par value $0.001 per share (“Shares”), at a conversion price of Ten Dollars and No Cents ($10.00) per share, subject to adjustment for stock splits, stock dividends, reclassifications and other similar recapitalization transactions that occur after the date of this Agreement.
Authorization and Sale. OF SERIES 8 PREFERRED STOCK --------------------------------------------------
Authorization and Sale. OF THE SHARES 1 1.1 Authorization of the Shares. 1 1.2 Sale of the Shares. 1 2. CLOSING 1 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 2 3.1 Organization, Good Standing and Qualification 2 3.2 Authorization 2 3.3 Valid Issuance of the Securities 3 3.4 Capitalization 3 3.5 Noncontravention 4 3.6 Reports Filed Under the Securities Exchange Act of 5 1934; Financial Statements 3.7 Absence of Certain Changes 5 3.8 No General Solicitation. 5 3.9
