AUTHORIZATION, PURCHASE AND SALE OF UNITS Sample Clauses

AUTHORIZATION, PURCHASE AND SALE OF UNITS. 1.01 Authorization of the Preferred Shares, the Units and the Warrants. Pursuant to its Restated Articles of Incorporation, as amended, the Company has established a series of preferred stock designated as "Series A Preferred Stock", which will be issuable in two sub-series, "Series A-1 Preferred Stock" and "Series A-2 Preferred Stock", and authorized the issuance of up to 200,000 shares of Series A-1 Preferred Stock (each such share, a "Series A-1 Preferred Share" and together with the Series A-2 Preferred Shares (as defined in Section 3.01(t)), the "Preferred Shares") in accordance with the terms of the Certificate of Designation, Number, Powers, Preferences and Relative, Participating, Optional and Other Rights of Series A Preferred Stock, attached as Exhibit A hereto (the "Certificate of Designation"). The Company has authorized the issuance and sale to the Purchasers of 55,000 units (the "Units"), each Unit consisting of one Series A-1 Preferred Share and one warrant (collectively, with other such warrants, the "Attached Warrants") to purchase 72.2525247 shares of the Company's common stock, no par value (the "Common Stock"), which may be aggregated with other Attached Warrants. A portion of each Attached Warrant entitling the holder to purchase 6.1033% of the Common Stock for which the entire Attached Warrant is exercisable (an "Interim Dividend Warrant") has been allocated to provide for future accrued and unpaid dividends on the Preferred Shares. The Company has also authorized the issuance and sale to Pegasus Partners, L.P. and Pegasus Related Partners, L.P. of one or more warrants to purchase an aggregate of 1,000,000 shares of Common Stock (the "Shortfall Warrants" and together with the Attached Warrants and the Litigation Warrants (as defined in Section 5.04), the "Warrants"). The terms of the Attached Warrants are set forth in the form of Warrant attached as Exhibit B-1 hereto. The terms of the Shortfall Warrants are set forth in the form of Warrant attached as Exhibit B-2 hereto. The terms of the Litigation Warrants are set forth in the form of Warrant attached as Exhibit B-3 hereto. The shares of Common Stock issuable upon exercise of the Warrants are referred to as the "Warrant Shares." The Preferred Shares, the Warrants and the Warrant Shares are sometimes referred to herein as the "Securities." This Agreement, the Certificate of Designation and the Registration Rights Agreement (as hereinafter defined), including the schedules and exhibit...
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AUTHORIZATION, PURCHASE AND SALE OF UNITS. 1.01 Authorization of the Preferred Stock and the Units. Pursuant to its Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), the Company has established a class of preferred stock designated as "Series A Convertible Preferred Stock" and authorized the issuance of up to 810,000 shares of such preferred stock (each such share, a "Preferred Share"). The Company has authorized the issuance and sale to the Purchasers of 159,600 units (the "Units"), each Unit consisting of one Preferred Share and one warrant (a "Warrant") representing the right to purchase 18.266 shares of the Company's common stock, par value $.01 (the "Common Stock").
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AUTHORIZATION, PURCHASE AND SALE OF UNITS 
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Related to AUTHORIZATION, PURCHASE AND SALE OF UNITS

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 25,000 units (the “Initial Units”) at a purchase price of approximately $.003478 per Initial Unit for an aggregate purchase price of $86.95. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $6.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase (in the amounts set forth as Exhibit A hereto) from the Company, secured convertible demand promissory notes in the aggregate principal amount of up to Eight Million Dollars ($8,000,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

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