Issuance of Series C Preferred Stock. The Company shall deliver to the Purchaser a true, correct and complete certificate, or other applicable evidence of ownership acceptable to the Purchaser, representing the shares of Series C Preferred Stock purchased by the Purchaser pursuant to this Section 2, duly authorized by all requisite corporate action on the part of the Company, together with all instruments of transfer in respect of the Purchaser’s interests in such shares, and in the form required by the Certificate of Designations.
Issuance of Series C Preferred Stock. For and in satisfaction of the Indebtedness and the mutual promises and releases contained herein upon execution of this Settlement Agreement, Victory shall, at the Closing, immediately issue 46,699.9368965913 shares of Series C Preferred Stock to Zamber and 18,891.5602332489 shares of Series C Preferred Stock to Xxxxxxx, in each case, at a rate of $7.94005355555556 per share of Series C Preferred Stock for a total of Five Hundred Twenty Thousand Eight Hundred Dollars ($520,800) of Series C Preferred Stock. The Series C Preferred Stock has the rights, preferences, and limitations specified in the Certificate of Designation of the Series C Preferred Stock in the form attached hereto as Exhibit A.
Issuance of Series C Preferred Stock. The Company shall not issue shares of Series C Preferred Stock after the date hereof without the consent of the Board, including the consent of a majority of the Preferred Directors.
Issuance of Series C Preferred Stock. Subject to the terms and conditions of this Agreement, at the Closing, the Company shall issue and deliver the Series C Preferred Stock to HEOF, and HEOF shall purchase the Series C Preferred Stock from the Company for the subscription amount set forth in Section 2.01 below. At the Closing (defined below), the Company shall deliver to HEOF a stock certificate evidencing ownership of one million six hundred thousand shares of Series C Preferred Stock in the Company.
Issuance of Series C Preferred Stock. (i) Cerberus Partners, L.P. (“Cerberus”) shall have received 114,855 shares of Series C Preferred Stock to be issued by the Borrower to Cerberus or its nominee issued pursuant to the Series C Certificate of Designation, (ii) Special Value Bond Fund II, LLC (“Special Value”) shall have received 133,812 shares of Series C Preferred Stock to be issued by the Borrower to Special Value or its nominee issued pursuant to the Series C Certificate of Designation and (iii) and Special Value Absolute Return Fund, LLC (“SVARF”) shall have received 35,312 shares of Series C Preferred Stock to be issued by the Borrower to SVARF or its nominee issued pursuant to the Series C Certificate of Designation.
Issuance of Series C Preferred Stock. Subject to the terms and conditions of this Agreement, each Purchaser agrees, severally and not jointly, to purchase at the Closing (as defined below) and the Company agrees to sell and issue to each Purchaser at the Closing that number of shares of Series C Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”), set forth opposite each such Purchaser’s name on Exhibit A attached hereto at a purchase price of $5.54 per share (as adjusted for stock splits, reverse stock splits, stock dividends, recapitalizations, reclassification, combinations and the like with respect to such shares). The shares of Series C Preferred Stock issued to the Purchasers pursuant to this Agreement shall be hereinafter referred to as the “Stock.”
Issuance of Series C Preferred Stock. The issuance of the Series C Preferred Stock is duly authorized and, upon issuance in accordance with the terms hereof, the shares of Series C Preferred Stock will be validly issued, fully paid and non-assessable. The shares of Common Stock issued upon conversion or exercise of the Series C Preferred Stock, when issued and delivered in accordance with the terms of the Series C Preferred Stock, will be duly and validly issued, fully paid and non-assessable, free and clear of all Liens, other than restrictions on transfer under applicable state and federal securities laws. The issuance by the Company of the Series C Preferred Stock in accordance with this Agreement is exempt from the registration requirements of the Securities Act under Section 3(a)(9) of the Securities Act.
Issuance of Series C Preferred Stock. Until the Company Stockholder Approval has been obtained, the Company shall not issue any (i) shares of Series C Preferred Stock, Series C-1 Preferred Stock or Series B-1 Preferred Stock, except pursuant to the conversion of Bridge Loan Notes outstanding as of the date of this Agreement or Bridge Loan Notes issued to the Stockholders after the date of this Agreement, or (ii) Bridge Loan Notes or any other security convertible into Series C Preferred Stock or Series C-1 Preferred Stock, except for Bridge Loan Notes issued to the Stockholders; provided, however, that the Company may issue Bridge Loan Notes or other securities convertible into, Series C Preferred Stock and Series C-1 Preferred Stock if the aggregate value of the Bridge Loan Notes or the shares of Series C Preferred Stock and Series C-1 Preferred Stock issued would not exceed $5,000,000 immediately following such issuance.
Issuance of Series C Preferred Stock. Subject to the ------------------------------------ terms and conditions hereof, at the Closing, the Company shall issue to the Investors the Initial Shares (the "Issuance of Series C Preferred Stock") in ------------------------------------ consideration for and in satisfaction of indebtedness in the sum of $29,000,000 under the Existing Credit Agreement (the "Initial Share Consideration Amount"). ---------------------------------- The number of Initial Shares to be issued to each Investor shall be equal to the amount set forth opposite such Investor's name on Schedule 2.2 attached hereto. ------------ The Company and the Investors agree to treat the Initial Shares as having a fair market value of $29,000,000 for federal and state income tax purposes and to file their respective Tax Returns consistently therewith.
Issuance of Series C Preferred Stock. For and in satisfaction of the Indebtedness and the mutual promises and releases contained herein upon execution of this Settlement Agreement, Victory shall, at the Closing, immediately issue 110,000.472149068 shares of Series C Preferred Stock to VPEG at a rate of $7.94005355555556 per share of Series C Preferred Stock for a total of Eight Hundred Seventy-Three Thousand, Four Hundred Nine Dollars and Sixty Four Cents ($873,409.64). The Series C Preferred Stock has the rights, preferences, and limitations specified in the Certificate of Designation of the Series C Preferred Stock in the form attached hereto as Exhibit A. VPEG will retain all of the warrants issued to it prior to the Closing, including warrants issuable to VPEG for any loans that may be made after June 9, 2017 and prior to the Closing (the “Retained Warrants”) and VPEG shall continue to have all of its rights under the VPEG Loan (as defined in the Transaction Agreement).
