Preferred Stock and Warrant Purchase Agreement Sample Clauses

Preferred Stock and Warrant Purchase Agreement. This Warrant is the Warrant originally authorized for issuance pursuant to the Purchase Agreement. The Holder is entitled to the benefits of the Purchase Agreement and may enforce the agreements of the Corporation contained therein, all in accordance with the terms thereof. Certain terms used in this Warrant not otherwise defined herein shall have the respective meanings specified in the Purchase Agreement.
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Preferred Stock and Warrant Purchase Agreement. This Warrant has been issued pursuant to the Purchase Agreement and the transferability of this Warrant and the Common Stock issuable upon the exercise hereof are subject to the Purchase Agreement.
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Preferred Stock and Warrant Purchase Agreement. This Warrant ("Warrant") is issued pursuant to that certain Series D-1 Preferred Stock and Warrant Purchase Agreement dated , 20 (the "Agreement") by and among the Company, the Holder and other Investors (as defined in the Agreement).
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Preferred Stock and Warrant Purchase Agreement. On the date hereof, Buyer, GAP LP, GAP 28, GAP Coinvestment, FUCP, BT, Wilfam, Brean Murray, Manolovici, St. Paul xxx Karmanos shall have executed and delivered the Preferred Stock Agreement, and such Preferred Stock Agreement shall be in full force and effect with no defaults thereunder.
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Preferred Stock and Warrant Purchase Agreement. This Preferred Stock Purchase Warrant (this “Warrant”) is issued in connection with that certain Preferred Stock and Warrant Purchase Agreement of even date herewith (the “Purchase Agreement”) pursuant to which Holder acquired shares of Series C-2 Stock from the Company for an aggregate purchase price of $25,000,000. This Warrant is issued in conjunction with sale and purchase of such shares. Capitalized terms used herein without definition have the meanings assigned to them in the Purchase Agreement.
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Preferred Stock and Warrant Purchase Agreement. The parties hereto shall have entered into the Preferred Stock and Warrant Purchase Agreement, and the transactions contemplated by such Preferred Stock and Warrant Purchase Agreement shall be consummated concurrently with the transactions contemplated hereunder.
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Preferred Stock and Warrant Purchase Agreement. Fair Market Value. -----------------
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Preferred Stock and Warrant Purchase Agreement. Note Agreement. This term is defined in the preamble and includes the Note -------------- Purchase Agreement of even date with this Agreement among the Company and each Purchaser and all documents evidencing indebtedness thereunder or otherwise related to the Note Agreement as the same may be amended from time to time, and any refinancing, refunding, or replacements of the indebtedness under the Note Agreement.
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Related to Preferred Stock and Warrant Purchase Agreement

  • Purchase and Sale of Debentures and Warrants Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees to purchase, at the Closing, and the Company agrees to sell and issue to each Buyer, at the Closing, in exchange for such Buyer’s portion of the Purchase Price, Debentures and Warrants in the amounts, set forth on such Buyer’s signature page hereto.

  • Purchase of Notes and Warrants On the Closing Date (as defined below), the Company shall issue and sell to each Buyer and each Buyer severally agrees to purchase from the Company such principal amount of Notes and number of Warrants as is set forth immediately below such Buyer's name on the signature pages hereto.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • 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."

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series B Preferred Stock. ---------------------------------------------

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • TAKING OF RECORD; STOCK AND WARRANT TRANSFER BOOKS In the case of all dividends or other distributions by the Company to the holders of its Common Stock with respect to which any provision of Section 4 refers to the taking of a record of such holders, the Company will in each such case take such a record and will take such record as of the close of business on a Business Day. The Company will not at any time, except upon dissolution, liquidation or winding up of the Company, close its stock transfer books or Warrant transfer books so as to result in preventing or delaying the exercise or transfer of any Warrant.

  • Purchase and Sale of Convertible Debentures 5 2.1 Purchase and Sale; Purchase Price..........................................................................5 2.2 Execution and Delivery of Documents; the Closing...........................................................6 2.3 The Post-Closing...........................................................................................7

  • Purchase and Sale of Notes and Warrants (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, secured convertible promissory notes in the aggregate principal amount of up to Three Million Five Hundred Thousand Dollars ($3,500,000), convertible into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), in substantially the form attached hereto as Exhibit B (the “Notes”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.

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