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.
Issuance of Preferred Stock. Unless a Termination Event shall have occurred, on the Stock Purchase Date upon receipt of the aggregate purchase price payable on all Stock Purchase Contracts, the Company shall cause to be issued and deposited with the Property Trustee (or its nominee), one or more certificates representing newly issued shares of Preferred Stock registered in the name of the Property Trustee (or its nominee) as custodian for the Trust to which the Trust is entitled hereunder.
Issuance of Preferred Stock. Unless a Termination Event shall have occurred or the Company shall have redeemed all the Notes prior to the Stock Purchase Date in accordance with the Indenture, on the Stock Purchase Date upon receipt of the aggregate purchase price payable on all Stock Purchase Contracts, the Company shall cause to be issued and deposited with the Property Trustee (or its nominee), one or more certificates representing newly issued shares of Preferred Stock registered in the name of the Property Trustee (or its nominee) as custodian for the Issuer Trust to which the Issuer Trust is entitled hereunder.
Issuance of Preferred Stock. The Company hereby agrees to issue to Investor, and Investor hereby agrees to acquire the Acquired Shares in exchange and consideration for Investor’s payment of the Purchase Price to the Company. As of the date hereof, upon payment of the Investor’s subscription price, the Company shall promptly issue the Acquired Shares to the Investor in book-entry only format and the Investor’s subscription funds shall be immediately available to the Company for its business purposes.
Issuance of Preferred Stock. If at any time ITC Investments issues preferred stock or other equity securities that are not “Equity Securities”, each of the parties hereto agrees to amend this Agreement to appropriately reflect such issuance and to preserve the respective rights and obligations of each of the parties hereunder.
Issuance of Preferred Stock. The consent and agreement of the Other Shareholders to the issuance of preferred shares of stock in the Company (each, a "Class B Share") to the Preferred Shareholder in an amount equal to the Class B Amount. Each Class B Share shall have a par value of $5,000.00. The Company may issue fractional Class B Shares.
Issuance of Preferred Stock. Subject to the terms and conditions of this Agreement, the Company agrees to issue to Micrologix and Micrologix hereby agrees to subscribe for and acquire (the “Subscription”) from the Company, the Shares. The closing of the sale and purchase of the Shares under this Agreement (the “Closing”) shall take place at such time or place as the parties shall mutually agree. It shall be a condition precedent to the Closing that Micrologix shall have received an opinion of counsel in form and substance satisfactory to it and that the Company shall have received (a) a certificate of good standing for Micrologix issued by the office of the British Columbia Registrar of Companies and (b) a certified copy signed by an authorized officer of Micrologix of the resolutions of Micrologix’ Board of Directors approving the execution and delivery of the License Agreement and this Agreement and the consummation of the transactions contemplated therein and herein.
Issuance of Preferred Stock. (i) In payment of the balance of the Initial Purchase Price (such balance being hereinafter called the "STOCK COMPONENT"), the Buyer shall issue and deliver to the Seller that number of whole shares of the Buyer's Class A Convertible Preferred Stock, Series II, obtained by dividing the Stock Component by $1,000 (the "PREFERRED STOCK"). No fractional shares of Preferred Stock shall be issued; any such fraction of a share of Preferred Stock shall be paid in cash at the rate of $1,000 per whole share of Preferred Stock. The Preferred Stock shall be convertible into shares of the Buyer's Class A Common Stock, par value $.01 per share (the "COMMON STOCK"), and shall have such rights and preferences, all as set forth in the Certificate of Designation, Preferences and Rights with respect to the Preferred Stock, a copy of which is attached as Exhibit 2.3(b) hereto (the "CERTIFICATE OF DESIGNATION"). Inasmuch as the Seller intends to distribute the Preferred Stock to certain of its stockholders at Closing, the Buyer shall issue and deliver the Preferred Stock to such stockholders in accordance with any written instructions delivered by the Seller to the Buyer at least five (5) Business Days prior to the Closing Date. Notwithstanding the foregoing or any such written instructions, no stockholder of the Seller shall be issued any Preferred Stock by the Buyer unless (A) such stockholder is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT"), (B) such stock holder shall have completed, executed and delivered to the Buyer an investor qualification questionaire in form and substance reasonably acceptable to the Buyer, (C) such stockholder shall have delivered to the Buyer such balance sheets and income tax returns reasonably requested by the Buyer to confirm such stockholder's status as an "accredited investor" and (D) if such stockholder is not a party to this Agreement, such stockholder shall have executed and delivered to the Buyer a certificate, in form and substance reasonably acceptable to the Buyer, whereby such stockholder shall make the representations and warranties contained in Section 7.16.
Issuance of Preferred Stock. Issue any preferred stock or other preferred Capital Stock or become liable in respect of any obligation (contingent or otherwise) to purchase, redeem, retire, acquire or make any other payment in respect of any Capital Stock of any Group Member, other than any Qualified Capital Stock.
