Issuance of Shares, etc. The Series D Stock and the Conversion Shares have been duly authorized and when issued and delivered in accordance with the terms hereof (and, as to the Conversion Shares, in accordance with the terms of the Series D Stock) will be validly issued, fully paid and non-assessable, free from all taxes, liens, claims and encumbrances and are not and will not be subject to preemptive rights or other similar rights and will not trigger any anti-dilution or similar provisions in any securities of the Company or any other agreements to which the Company is party which rights or provisions have not been waived.
Issuance of Shares, etc. (a) Issuance of Shares. In consideration of Lakeside's (i) providing the Designated Services to the Company during the Service Period, and (ii) making the payment to the Company specified in Section 1.2(b) below, the Company has authorized the issuance and sale to Lakeside of One Hundred Sixty Thousand (160,000) shares of its common stock, $.01 par value per share (the "Shares") (the "Payment"). The Shares have the rights and provisions as set forth in the Company's Articles of Incorporation, as amended from time to time (the "Certificate of Incorporation"). Subject to Section 6.2 hereof, the Company shall deliver to Lakeside on the date hereof one or more certificates (collectively, the "Certificates") representing the Shares used by the Company to pay Lakeside for the Designated Services. The Certificates shall be issued in the name of Lakeside Ventures LLC.
Issuance of Shares, etc. The Series B Stock, the Warrants, the ----------------------- Conversion Shares and Exercise Shares have been duly authorized and when issued and delivered in accordance with the terms hereof (and, as to the Conversion Shares and Exercise Shares, in accordance with the terms of the Series B Stock and the Warrants, respectively) will be validly issued, fully paid and non- assessable, free from all taxes, liens, claims and encumbrances and are not and will not be subject to preemptive rights or other similar rights and will not trigger any anti-dilution or similar provisions in any securities of the Company or any other agreements to which the Company is party which rights or provisions have not been waived. No events have occurred prior to the date hereof which trigger anti-dilution adjustments with respect to the Series A Stock, except as reflected in the April 2001 Securities Purchase Agreement.
Issuance of Shares, etc. (a) In case the Company shall issue its Common Shares (other than (i) pursuant to Exempt Issuances, as hereinafter defined, or (ii) upon the exercise of any rights, options, warrants, or the conversion of any securities, as provided for in paragraph (c) hereof) for a consideration per share less than the Exercise Price in effect on the day immediately preceding the date of issuance, the Exercise Price shall be adjusted immediately thereafter so that it shall equal the price determined by multiplying the Exercise Price in effect immediately prior thereto by a fraction, of which the numerator shall be the sum of the number of Common Shares outstanding immediately prior to the issuance of such additional shares and the number of Common Shares which the aggregate consideration received (determined as provided in Section 6.5 below) for the issuance of such additional shares would purchase at such Exercise Price and the denominator shall be the number of Common Shares outstanding immediately after the issuance of such additional shares. Such adjustment shall be made successively whenever any such issuance is made.
Issuance of Shares, etc. The Shares and the Warrants, and if applicable any shares of Series A Preferred Stock, to be issued at the Closing have been duly authorized by all necessary corporate action and the Shares and Series A Preferred Stock, when paid for or issued in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable and, immediately after the Closing, the Purchasers will be the owners of all of such securities and have good and valid title to all of such securities, free and clear of all encumbrances, except as may be imposed under federal and state securities laws. When the Warrant Shares are issued in accordance with the terms of the Warrants, such Warrant Shares will be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, and the holders will be entitled to all rights accorded to a holder of Common Stock and will be the record and beneficial owners of all of such securities and have good and valid title to all of such securities, free and clear of all encumbrances. When any Conversion Shares are issued in accordance with the terms of the Series A Preferred Stock, such Conversion Shares will be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, and the holders will be entitled to all rights accorded to a holder of Common Stock and will be the record and beneficial owners of all of such securities and have good and valid title to all of such securities, free and clear of all encumbrances.
Issuance of Shares, etc. Issue, sell or otherwise dispose of any shares of its Stock or other equity securities or any rights warrants or options to purchase or acquire any shares of its Stock or other equity securities; provided, however, that the Borrower may issue additional shares of its Stock to the Guarantor if, immediately upon issuance, such shares are pledged to the Agent for the benefit of the Lenders pursuant to a pledge agreement in form and substance satisfactory to the Agent.
Issuance of Shares, etc. The Shares, and if applicable any shares of Series A Preferred Stock, to be issued at the Closing have been duly authorized by all necessary corporate action and the Shares and Series A Preferred Stock, when paid for or issued in accordance with the terms hereof, will be validly issued and outstanding, fully paid and nonassessable and, immediately after the Closing, the Purchasers will be the owners of all of such securities and have good and valid title to all of such securities, free and clear of all encumbrances, except as may be imposed under federal and state securities laws. When any Conversion Shares are issued in accordance with the terms of the Series A Preferred Stock, such Conversion Shares will be duly authorized by all necessary corporate action and validly issued and outstanding, fully paid and nonassessable, and the holders will be entitled to all rights accorded to a holder of Common Stock and will be the record and beneficial owners of all of such securities and have good and valid title to all of such securities, free and clear of all encumbrances.
