Issuance and Sale of Preferred Stock Sample Clauses

Issuance and Sale of Preferred Stock. Amtran agrees to issue and sell to ILFC up to an aggregate of 300 shares of Preferred Stock having an aggregate amount payable upon liquidation (the "Liquidation Amount") of up to $30 million. The Preferred Stock will be issued in increments of approximately $2.1 million in Liquidation Amount in amounts per share of $100,000 in Liquidation Amount in connection with the execution by ATA of 14 binding leases for 14 aircraft. The delivery date of shares of Preferred Stock in accordance with the terms of this Agreement is referred to as the "Closing Date." Payment of the purchase price for the Preferred Stock shall be made by wire transfer to the account specified by Amtran in immediately available funds. Delivery of the certificates for the shares against such payment shall be made at the office of Cravath, Swaine & Moore at 10:00 a.m. (New York City time) (the "CLOSING") xx the Closing Date.
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Issuance and Sale of Preferred Stock. Amtran agrees to issue and sell to BCC up to an aggregate of 500 shares of Preferred Stock having an aggregate amount payable upon liquidation (the "Liquidation Amount") of up to $50 million. The Preferred Stock will have a per share Liquidation Amount of $100,000 and will be issued in increments of $2 million in Liquidation Amount at each time of delivery of the aircraft as set forth in Schedule I hereto; provided, however, that in accordance with the terms of the Financing Arrangements, Amtran, ATA and BCC have agreed that if prior to the delivery of the first aircraft, ATA pre-pays the deferred portion of the pre-delivery payment with respect to the aircraft equivalent to up to $50 million, then BCC shall purchase the number of shares of Preferred Stock having an aggregate Liquidation Amount equal to the amount of such pre-payment. The aggregate Liquidation Amount of the shares of Preferred Stock that BCC shall be obligated to purchase hereunder in connection with the delivery of aircraft and any pre-payments of the deferred purchase price for such aircraft shall not exceed $50 million. Each delivery date of shares of Preferred Stock in accordance with the terms of this Agreement is referred to herein as a "Closing Date". If Amtran elects to deliver Preferred Stock at the time of delivery of any aircraft, Amtran shall provide BCC with written notice of its intention to do no later than three business days prior to the date of such delivery. Payment of the purchase price for the series of Preferred Stock to be issued on each Closing Date shall be made by wire transfer to the account specified by Amtran in immediately available funds. Delivery of the certificates for the shares against such payment shall be made at the office of Cravath, Swaine & Xxxxx at 10:00 a.m. (New York time) (each a "Closing").
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Issuance and Sale of Preferred Stock. At the Closing, the Company shall issue and sell to the Buyer, and the Buyer shall purchase from the Company, at a price of $100 per share, 42,500 shares of the Company's Preferred Stock, without par value per share (the "Preferred Stock"). The Preferred Stock shall be issued pursuant to a certificate of designations or restated certificate of incorporation duly authorized and filed by the Company with the Secretary of State of the State of California, which shall be in effect on the Closing Date, containing terms substantially as set forth in Exhibit A attached hereto and otherwise satisfactory to the Buyer in all respects.
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Issuance and Sale of Preferred Stock. On the basis of the representations, warranties and covenants contained herein, NRC agrees to purchase and the Company agrees to sell to NRC one (1) share of Preferred Stock in consideration of One Million Five Hundred Thousand Dollars ($1,500,000) payable in immediately available funds at Closing. Upon the consummation of the Closing, the capital stock of the Company shall be as follows:
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Issuance and Sale of Preferred Stock. 7 2.1 Number of Shares and Purchase Price ............................. 7
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Issuance and Sale of Preferred Stock 
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Related to Issuance 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."

  • Issuance and Sale of Common Shares Section 2.01 (a)

  • Issuance and Sale of Shares The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through or to the Agent, as sales agent or principal, shares (the “Placement Shares”); of the Company’s ordinary shares, par value NIS 0.0000769 per share (the “Ordinary Shares”); provided however, that in no event shall the Company issue or sell through the Agent such number of Placement Shares that (a) exceeds the number of shares or dollar amount of Ordinary Shares registered on the effective Registration Statement (as defined below) pursuant to which the offering is being made or (b) exceeds the number of shares or dollar amount registered on the Prospectus (as defined below) (the lesser of (a) or (b) the “Maximum Amount”) and provided further, however, that in no event shall the aggregate number of Placement Shares sold pursuant to this Agreement exceed the number of authorized but unissued Ordinary Shares. The issuance and sale of Placement Shares through the Agent will be effected pursuant to the Registration Statement (as defined below), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement to issue any Placement Shares. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended and the rules and regulations thereunder (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”), a registration statement on Form F-3 (File No. 333-239843), including a base prospectus, relating certain securities including the Placement Shares to be issued from time to time by the Company, and which incorporates by reference documents that the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (the “Exchange Act”). The Company has prepared or will prepare a prospectus or prospectus supplement to the base prospectus included as part of such registration statement specifically relating to the Placement Shares (the “Prospectus Supplement”). The Company will furnish to the Agent, for use by the Agent, copies of the base prospectus included as part of such registration statement, as supplemented by the Prospectus Supplement, relating to the Placement Shares. Except where the context otherwise requires, such registration statement, and any post-effective amendment thereto, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Securities Act or deemed to be a part of such registration statement pursuant to Rule 430B of the Securities Act, or any subsequent registration statement on Form F-3 filed pursuant to Rule 415(a)(6) under the Securities Act by the Company to cover any Placement Shares, is herein called the “Registration Statement.” The base prospectus, including all documents incorporated or deemed incorporated therein by reference to the extent such information has not been superseded or modified in accordance with Rule 412 under the Securities Act (as qualified by Rule 430B(g) of the Securities Act), included in the Registration Statement, as it may be supplemented by the Prospectus Supplement, in the form in which such base prospectus and/or Prospectus Supplement have most recently been filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act is herein called the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or the Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission incorporated by reference therein (the “Incorporated Documents”). For purposes of this Agreement, all references to the Registration Statement, the Prospectus or to any amendment or supplement thereto shall be deemed to include the most recent copy filed with the Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System, or if applicable, the Interactive Data Electronic Application system when used by the Commission (collectively, “XXXXX”).

  • 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.

  • 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).

  • 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.

  • 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.

  • 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”).

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