Issue and Sale of Securities. 12 2.1 Authorization and Issuance of the Note..........................12 2.2 Authorization and Issuance of the Warrants......................12
Issue and Sale of Securities. The Company has authorized the issuance and sale to the Investors, in the respective amounts set forth below such Investor's name on the signature page hereto, of (i) an aggregate of 67,691 shares of Class B Convertible Preferred Stock, par value $.01 (the "Class B Preferred Stock"), having the ----------------------- rights set forth in the Amended and Restated Certificate of Designation of the Company and the Amended and Restated Certificate of Incorporation of the Company in the form attached as Exhibit A (collectively, the "Certificate of -------------- Incorporation"), to be issued to the Investors, (ii) an aggregate of 9,232 ------------- shares of Class C Convertible Preferred Stock, par value $.01 (the "Class C ------- Preferred Stock"), having the rights set forth in the Certificate of --------------- Incorporation, to be issued to the Investors, and (iii) warrants (the "Warrants") to purchase, an aggregate of 8,875 shares of Class B Preferred -------- Stock, subject to adjustment as set forth in the Warrant Agreement. The shares of Class B Preferred Stock and Class C Preferred Stock issued on the Closing Date pursuant to this Agreement (the "Preferred Shares") and the Warrants are ---------------- referred to herein as a "Security" and collectively as the "Securities" and the -------- ---------- shares of Class B Preferred Stock issuable upon exercise of the Warrants are referred to herein as the "Warrant Shares." Each Holder of -------------- Securities will have certain registration rights with respect to the Class B Common Stock, $.01 par value of the Company, underlying the Preferred Shares and the Warrant Shares as set forth in the Registration Rights Agreement dated as of April 30, 1996, as amended, by and among the Company, Xxxxx and each of the other Persons listed on the signature pages thereto, a copy of which is attached hereto as Exhibit C (the "Registration Rights Agreement"). Each Investor shall ----------------------------- also become a party to the Second Amended and Restated Stockholder Agreement, to be dated as of the Closing Date, by and among the Company, the Investors, Xxxxx and the other Persons who are parties thereto, a copy of which is attached hereto as Exhibit D (the "Stockholders Agreement"). ---------------------- Each Warrant shall be substantially in the form attached as Exhibit A to the Warrant Agreement. Each Warrant shall be dated the date of its issuance. The Warrants will be exercisable, in the manner provided...
Issue and Sale of Securities. 12 2.1 Authorization, Advances, Issuance and Purchase of Notes 12 2.2 Lender Guaranties 14 2.3 Authorization, Issuance and Purchase of the Warrants 15 2.4 Sale and Purchase 16 2.5 Issue Price 16 2.6 The Closing 16 2.7 2009 Bridge Note 16 ARTICLE III REPAYMENT OF THE NOTES; EXCHANGE OF EXISTING SECURITIES 16 3.1 Interest 16 3.2 Repayment of the Initial Note 17 3.3 Repayment of the Additional Notes 17 3.4 Maturity; Surrender, etc 17 3.5 Exchange of Existing Securities 17 ARTICLE IV CONDITIONS 18 4.1 Conditions to the Purchase of the Securities 18 4.2 Waiver 21 ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BORROWER 21 5.1 Representations and Warranties of the Borrower 21 ARTICLE VI REPRESENTATIONS, WARRANTIES AND COVENANTS OF LENDER 29 6.1 Authorization; Enforceable Obligations 29 6.2 No Breach 29 6.3 Governmental Approvals 29 6.4 Restricted Securities 29 6.5 Legends; Lender’s Representations 29 6.6 Reliance on Exemptions 30
Issue and Sale of Securities. 4 2.1 Notes......................................................... 4 2.2 Authorization and Issuance of the Warrants.................... 4 2.3
Issue and Sale of Securities. (a) On or before the Closing,
Issue and Sale of Securities. 19 2.1 AUTHORIZATION AND ISSUANCE OF THE NOTE 19 2.2 AUTHORIZATION AND ISSUANCE OF WARRANT 20 2.3 DRAWS 20 2.4 THE CLOSING 21 ARTICLE 3 REPAYMENT OF THE NOTE 21 3.1 INTEREST RATE 21 3.2 REPAYMENT OF THE NOTES 21 3.3 OPTIONAL PREPAYMENT OF NOTE 21 3.4 NOTICE OF OPTIONAL PREPAYMENT 22 3.5 MANDATORY PREPAYMENT 22 3.6 HOME OFFICE PAYMENT 23 3.7 TAXES 23 3.8 MAXIMUM LAWFUL RATE 24 3.9 CAPITAL ADEQUACY 24 3.10 CERTAIN WAIVERS 24 ARTICLE 4 CONDITIONS 25 4.1 CONDITIONS TO CLOSING 25 4.2 CONDITIONS TO DRAWS 28 4.3 WAIVER 30 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES 30 5.1 REPRESENTATIONS AND WARRANTIES OF LOAN PARTIES 30 ARTICLE 6 TRANSFER OF SECURITIES 41 6.1 RESTRICTED SECURITIES 41 6.2 LEGENDS; PURCHASER'S REPRESENTATIONS 41 6.3 TRANSFER OF NOTES 42 6.4 REPLACEMENT OF LOST SECURITIES 42 6.5 NO OTHER REPRESENTATIONS AFFECTED 42 ARTICLE 7 COVENANTS 43 7.1 AFFIRMATIVE COVENANTS 43 7.2 NEGATIVE COVENANTS 51 7.3 FINANCIAL COVENANTS 59 ARTICLE 8 EVENTS OF DEFAULT 60 8.1 EVENTS OF DEFAULT 60 8.2 CONSEQUENCES OF EVENT OF DEFAULT 63 8.3 SECURITY 64 8.4 SET-OFF 64 ARTICLE 9 AGENCY PROVISIONS 65 9.1 THE AGENT 65 9.2 CONSENTS 70 9.3 DISSEMINATION OF INFORMATION 70 ARTICLE 10 MISCELLANEOUS 71 10.1 SUCCESSORS AND ASSIGNS; PARTICIPANTS 71 10.2 MODIFICATIONS AND AMENDMENTS 72 10.3 NO IMPLIED WAIVERS; WRITING REQUIRED; WAIVERS 72 10.4 REIMBURSEMENT OF EXPENSES 72 10.5 HOLIDAYS 73 10.6 NOTICES 73 10.7 EFFECTIVENESS AND SURVIVAL 74 10.8 GOVERNING LAW 74 10.9 COOPERATION IN DISCOVERY AND LITIGATION 75 10.10 JURY TRIAL WAIVER 75 10.11 SEVERABILITY 75 10.12 HEADINGS 76 10.13 GENERAL INDEMNITY 76 10.14 ENVIRONMENTAL INDEMNITY 76 10.15 COUNTERPARTS 77 10.16 INTEGRATION 77 10.17 SUBORDINATION 78 10.18 LENDER APPROVALS 78 10.19 LENDER DUTIES 78 10.20 APPLICATION OF PAYMENTS 78 10.21 CONFIDENTIALITY AND PUBLICITY 78 10.22 ACKNOWLEDGEMENT 79 10.23 RELEASE OF COLLATERAL 79 10.24 RIGHTS AND REMEDIES 79 10.25 RIGHTS AND REMEDIES NOT EXCLUSIVE 80 10.26 WAIVER OF CONSEQUENTIAL AND PUNITIVE DAMAGES 80 10.27 SUBROGATION 81 10.28 POWER OF ATTORNEY 81 10.29 ACKNOWLEDGEMENT OF JOINT AND SEVERAL LIABILITY 81 10.30 SEAL AND EFFECTIVE DATE 82 10.31 RESTATEMENT AND RELEASE 82 10.32 JOINDER 82 FIRST AMENDED AND RESTATED NOTE AND EQUITY PURCHASE AGREEMENT $24,000,000 First Amended and Restated Senior Subordinated Notes of the Loan Parties Due September 26, 2008 Warrant to Purchase up to 2,198,614 Shares of Common Stock of Parent THIS FIRST AMENDED AND RESTATED NOTE AND EQUITY PURCHASE A...
Issue and Sale of Securities. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Purchaser the aggregate number of Securities set forth opposite the Purchaser’s name on Schedule A to this Agreement, and the Purchaser agrees to pay the Company the purchase price set forth opposite the Purchaser’s name on Schedule A to this Agreement (the “Purchase Price”).
Issue and Sale of Securities. 18 2.1 Authorization and Issuance of the Notes.................................. 18 2.2 Sale and Purchase........................................................ 19 2.3 The Closing.............................................................. 19
Issue and Sale of Securities. 2.1 Authorization and Issuance of the Notes. Company has duly authorized the issuance and sale to Purchasers of (a) $10,000,000 in the aggregate principal amount of Company's Senior Subordinated Secured Series A Notes Due March 31, 2006, to be substantially in the form of the Note attached hereto as Exhibit A-1 (including any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4 hereof, the "Series A Notes"), (b) $10,000,000 in the aggregate principal amount of Company's Senior Subordinated Secured Series B Notes Due March 31, 2008, to be substantially in the form of the Note attached hereto as Exhibit A-2 (including any Notes issued in substitution therefor pursuant to Sections 6.3 and 6.4 hereof, the "Series B Notes"), (c) $10,000,000 in the aggregate principal amount of Company's Senior Subordinated Secured Series C Notes Due March 31, 2009, substantially in the form attached hereto as Exhibit A-3 (including any Notes issued in substitution thereof pursuant to Sections 6.3 and 6.4 hereof, the "Series C Notes,") and (d) $10,000,000 in the aggregate principal amount of Company's Senior Subordinated Secured Series D Notes Due March 31, 2010, substantially in the form attached hereto as Exhibit A-4 (including any Notes issued in substitution thereof pursuant to Sections 6.3 and 6.4 hereof, the "Series D Notes", and together with the Series A Notes, the Series B Notes and the Series C Notes, the "Notes").
Issue and Sale of Securities. The Company has authorized the issue and sale to the Investor of the following securities described in Section 1.1.
