Authorization and Sale of Preferred Stock Sample Clauses

Authorization and Sale of Preferred Stock. 1.1 Subject to the terms and conditions of this Agreement, the Purchasers hereby subscribe for and agree to purchase an aggregate of 1,458,335 shares of Preferred Stock (the "Shares") at a purchase price of $2.40 per share, as follows: EOF subscribes for and agrees to purchase 1,112,125 shares of Preferred Stock for a purchase price of $2,669,100, EOFC subscribes for and agrees to purchase 137,875 shares of Preferred Stock for a purchase price of $330,900 and other Purchasers subscribe for and agree to purchase that number of Shares of Preferred Stock for the purchase prices as listed opposite their names on Exhibit A hereto.
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Authorization and Sale of Preferred Stock. 1.1 AUTHORIZATION OF SERIES A, SERIES B AND SERIES C PREFERRED STOCK. On or before the Series A Closing (as defined in Section 2.1 below), the Company will authorize the sale and issuance of up to 4,000,000 shares (the "Series A Shares") of its Series A Preferred Stock (the "Series A Preferred"), up to 2,857,143 shares (the "Series B Shares") of its Series B Preferred Stock (the "Series B Preferred") and up to 3,174,603 shares (the "Series C Shares") of its Series C Preferred Stock (the "Series C Preferred"), in each case in accordance with the terms of this Agreement and with each such series having the rights, preferences, privileges and restrictions as set forth in the Amended and Restated Certificate of Incorporation (the "Restated Certificate") in the form attached to this Agreement as EXHIBIT A.
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Authorization and Sale of Preferred Stock 
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Related to Authorization and Sale of Preferred Stock

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series B Preferred Stock. ---------------------------------------------

  • 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 up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Authorization and Sale of the Shares Subject to the terms and conditions of this Agreement, the Company has authorized the sale of the Shares.

  • Registration and Sale of Additional Shares The Fund will from time to time use its best efforts to register under the 1933 Act such number of Shares not already so registered as you may reasonably be expected to sell on behalf of the Fund. You and the Fund will cooperate in taking such action as may be necessary from time to time to comply with requirements applicable to the sale of Shares by you or the Fund in any states mutually agreeable to you and the Fund, and to maintain such compliance. This Agreement relates to the issue and sale of Shares that are duly authorized and registered under the 1933 Act and available for sale by the Fund, including redeemed or repurchased Shares if and to the extent that they may be legally sold and if, but only if, the Fund sees fit to sell them.

  • Reservation and Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or out of authorized and issued shares of Preferred Stock held in its treasury, such number of shares of Preferred Stock as will from time to time be sufficient to permit the exercise in full of all outstanding Rights.

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • Valid Issuance of Preferred and Common Stock The Shares being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws.

  • AUTHORIZATION AND ISSUANCE OF SHARES 1. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:

  • Reservation of Preferred Stock The Preferred Stock issuable upon exercise of the Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Charter and Bylaws, as amended. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

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