Purchase and Sale of Convertible Preferred Stock Sample Clauses

Purchase and Sale of Convertible Preferred Stock. Each undersigned Buyer agrees to purchase from the Company the number of shares of Additional Preferred Stock, having the terms and conditions set forth in the Company's Certificate of Designations, as amended (the "CERTIFICATE OF DESIGNATIONS"). The purchase price per share for the Additional Preferred Stock shall be $100.00 and shall be payable in United States Dollars (the "PURCHASE PRICE").
Sample 1
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Purchase and Sale of Convertible Preferred Stock. The Company agrees to use its best efforts to cause its shareholders to approve an amendment to and restatement of its Articles of Incorporation in the form set forth on EXHIBIT A attached hereto. Purchaser agrees to purchase from the Company, and the Company agrees to issue and sell to Purchaser, 280,623 shares of Series B Convertible Preferred Stock (the "Preferred Stock") at the Closing. Purchaser agrees to pay the Company the sum of $2,000,000 in consideration of such shares. On the Closing Date, Purchaser shall deliver $2,000,000 to the Company by wire transfer or bank cashier's check against delivery by the Company to the Purchaser of a certificate for the shares of Preferred Stock purchased hereunder.
Sample 1
Purchase and Sale of Convertible Preferred Stock. At the Closing, the Company will sell to the Purchasers investment units ("Units") comprised of the Series A Preferred Stock, Common Stock and Warrants herein described. Included in the Units will be 24,802.5 shares of Series A Convertible Preferred Stock of the Company, par value $.01 per share (the "Series A Preferred Stock"), at a price of $1,000 per share, for a total purchase price for the Series A Preferred Stock of $24,802,500 The Series A Preferred Stock shall have the rights, terms, preferences and privileges set forth in the Description of Preferred Stock attached as EXHIBIT B hereto, and shall be convertible into 24,802.5 shares of Series B Redeemable Preferred Stock, par value $.01 per share ("Series B Preferred Stock, and, together with the Series A Preferred Stock, the "Preferred Stock"), and 40 shares of common stock of the Company, par value $.01 per share ("Common Stock") as set forth on EXHIBIT B. The Series B Preferred Stock shall have the rights, terms, preferences and privileges set forth on EXHIBIT B. The shares of Series B Preferred Stock and Common Stock issuable upon conversion of the Series A Preferred Stock are referred to herein collectively as the "Conversion Shares." The principal amount of Debentures and number of shares of Series A Preferred Stock, Common Stock and Warrants to be issued to each Purchaser are set forth on SCHEDULE 1.2 attached hereto.
Sample 1
Purchase and Sale of Convertible Preferred Stock 
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Related to Purchase and Sale of Convertible Preferred Stock

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

  • 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 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

  • Convertible Preferred Stock In accordance with the undersigned's obligation under the Subscription Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder and pursuant to the Subscription Agreement shall be made in writing at the address set forth below. In addition, the undersigned hereby agrees to give the Company three days' prior notice in advance of sales of Series A Convertible Preferred Stock pursuant to the Registration Statement, and the undersigned hereby further agrees not to sell Series A Convertible Preferred Stock in the event the undersigned knows of any undisclosed material developments or transactions relating to the Company. The undersigned hereby acknowledges that it understands that any sales or other dispositions of any Series A Convertible Preferred Stock pursuant to the Registration Statement, once effective, must be settled with Series A Convertible Preferred Stock bearing the Company's general (not necessarily restricted) common shares CUSIP number. A beneficial owner named in the Registration Statement may obtain Series A Convertible Preferred Stock bearing the Company's general common shares CUSIP number for settlement purposes by presenting the Series A Convertible Preferred Stock to be sold (with a restricted CUSIP), together with a certificate of registered sale, to the Company's transfer agent, North American Transfer Co. The form of certificate of registered sale is available from the Company upon request. The process of obtaining such shares might take a number of business days. SEC rules generally require trades in the secondary market to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, a beneficial owner who holds Series A Convertible Preferred Stock with a restricted CUSIP at the time of the trade might wish to specify an alternate settlement cycle at the time of any such trade to provide sufficient time to obtain Series A Convertible Preferred Stock with an unrestricted CUSIP in order to prevent a failed settlement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Purchase and Sale of Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Purchase and Sale of Common Stock Subject to the terms and conditions set forth herein, the Company shall issue and sell to the Investor, and the Investor shall purchase from the Company, up to that number of Shares having an aggregate Purchase Price of Ten Million dollars ($10,000,000).

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

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "Wachovia, N.A., as Escrow Agent for MobilePro Corp.,/ Cornell Capital Partners, LP ", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

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