Initial Purchased Securities Clause Samples
Initial Purchased Securities. The Company hereby agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase, subject to all of the terms and conditions hereof and in reliance on the representations and warranties set forth or referred to herein, 395,476 shares of the Company’s Series C-1 Convertible Preferred Stock, $.01 par value per share (the “Series C-1 Preferred Stock”). A total of 790,952 shares of Series C-1 Preferred Stock (the “Initial Purchased Securities”) will be sold by the Company to the Purchasers.
Initial Purchased Securities. (1) The aggregate purchase price for the Initial Purchased Securities to be sold pursuant to Section 1.1(a) shall be Thirty-Six ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$36,250,000) (the “Initial Purchase Price”), minus the Closing Adjustment as provided in Section 1.2(b), plus the aggregate of the Earnout Payments, if any, as provided in Section 1.2(d). The Initial Purchase Price shall be allocated as follows: (i) US$31,250,000 to the Company, and (ii) US$5,000,000 to Medimop USA. Ninety percent (90%) of the Initial Purchase Price shall be paid in cash (“Initial Cash Purchase Price”) and ten percent (10%) of the Initial Purchase Price shall be paid in shares of common stock of West, par value $.25 per share (“West Common Stock”) (the “Initial Stock Purchase Price”). The number of shares of West Common Stock constituting the Initial Stock Purchase Price shall be determined by dividing ten percent (10%) of the Initial Purchase Price by the average price of West Common Stock for the twenty (20) Trading-Day period ending on the last Business Day prior to the date hereof.
(2) At the Initial Closing, West/Delaware and West shall remit, or cause the remittance of, the Initial Purchase Price as follows:
(i) an aggregate amount of Five Million United States Dollars (US$5,000,000) in cash (the “Escrow Funds”) with National City Bank (“Escrow Agent”);
(ii) the remaining amount of the Initial Purchase Price, after subtraction of the amount remitted in accordance with Section 1.2(a)(2)(i) above, shall be remitted to Zinger or his designees, consisting of ninety percent (90%) cash and ten percent (10%) West Common Stock.
(3) At the Initial Closing, West/Delaware and West shall remit, or cause the remittance of, US$3,750,000 to Zinger as consideration for the covenants set forth in Section 5.4 hereof and Section 8.3 of his employment agreement, attached hereto as Exhibit B (the “Zinger Employment Agreement”).