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 Shares. Subject to the terms hereof, the Company agrees to issue and sell to Purchaser, and Purchaser hereby agrees to purchase from the Company, One Thousand Two Hundred Fifty (1,250) Preferred Shares, at a purchase price of One Thousand Dollars ($1,000.00) per One Thousand Dollars ($1,000) in stated value per share. The Purchaser shall acquire the Preferred Shares on the Closing Date in an aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($ 1,250,000) (the "Purchase Price").
Purchase and Sale of Preferred Shares. 1.1 Sale and Issuance of Preferred Shares 1
Purchase and Sale of Preferred Shares. Upon the following terms and conditions, the Company shall issue and sell to the Purchaser, in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Purchaser agrees to purchase from the Company, at a purchase price of $1,000,000 (the “Purchase Price”), 100 shares of the Company’s Series A-1 Convertible Preferred Stock (the “Preferred Shares”), convertible into shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The designation, rights, preferences and other terms and provisions of the Series A-1 Convertible Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A-1 Convertible Preferred Stock attached hereto as Exhibit B (as amended from time to time, the “Certificate of Designation”).
Purchase and Sale of Preferred Shares. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to the Investors, and the Investors shall purchase from the Company, Preferred Shares in the respective amounts set forth opposite such Investor’s name on Annex I hereto.
Purchase and Sale of Preferred Shares. Subject to the terms and conditions hereof, the Investor hereby irrevocably subscribes for and agrees to purchase from Pagaya, and Pagaya hereby irrevocably agrees to issue and sell to the Investor, on the terms and subject to the conditions provided for herein, a number of Series A Preferred Shares equal to such number of whole Series A Preferred Shares (i.e., excluding any fractional shares) determined by dividing the Purchase Amount by the Original Issue Price (such number of whole Series A Preferred Shares purchased, the “Preferred Shares”). For purposes of this Agreement, (i) the “Purchase Amount” shall mean seventy-five million U.S. Dollars ($75,000,000.00), (ii) the “Original Issue Price” shall mean $1.25, a 25% premium to the Per Share Price, (iii) the “Per Share Price” shall mean $1.00, the Average VWAP of the Class A Ordinary Shares during a ten (10) consecutive Trading Day period ending on, and including, the Trading Day immediately prior to the date hereof, (iv) “Average VWAP” per share over a certain period shall mean the arithmetic average of the VWAP per share for each Trading Day in such period, (v) “VWAP” per Class A Ordinary Share on any Trading Day shall mean the per share volume-weighted average price as displayed on Bloomberg page “PGY <Equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day; or, if such price is not available, “VWAP” shall mean the market value per Class A Ordinary Share on such Trading Day as determined, using a volume-weighted average method, by a nationally recognized independent investment banking firm retained by Pagaya for this purpose, and (vi) “Trading Day” shall mean a day during which trading in securities generally occurs on the Nasdaq.
Purchase and Sale of Preferred Shares. Section 1.1 of the Preferred Stock Investment Agreement is hereby amended by deleting such Section in its entirety and substituting the following therefor:
Purchase and Sale of Preferred Shares. On and subject to the terms and conditions of this Agreement, at the Initial Closing Borrower shall sell, convey, assign, transfer and deliver 1,500,000 Preferred Shares to Lender representing all of the issued and outstanding shares of Borrowers’ preferred stock of all classes free and clear of all Encumbrances, and Lender shall purchase, acquire and accept all such Preferred Shares for the consideration specified in Section 3(a)(ii).
Purchase and Sale of Preferred Shares. Upon the terms and subject to the conditions herein contained, on such day as the parties may agree but in any event prior to the Closing (as defined therein) of the Stock Purchase Agreement (the "US WEST Agreement"), dated as of June 18, 1998 by and between the Company and US WEST Communications, Inc. (the "Closing Date"), the Company shall issue to the Purchasers and the Purchasers shall acquire from the Company, the number of Preferred Shares set forth next to each Purchaser's name on SCHEDULE 1 hereto. The aggregate purchase price of such Preferred Shares, to be paid by the Purchasers in the amount set forth next to each Purchaser's name on SCHEDULE 1 hereto, shall be Three Million Dollars ($3,000,000) (the "Purchase Price").
Purchase and Sale of Preferred Shares. (a) Subject to the terms and the conditions set forth herein, and in reliance upon the representations and warranties of the Company and the First Closing Investors set forth herein or in any certificate or other document delivered pursuant hereto, the Company issued, sold and delivered to each First Closing Investor, free and clear of all Liens (except as set forth in the Registration Rights Agreement and the Shareholders Agreement), and each First Closing Investor purchased at the First Closing, the number of Series A Preferred Shares set opposite such First Closing Investor’s name in the column labeled “Series A Preferred Shares purchased at the First Closing” on Appendix I-A from the Company at a purchase price of $3.7999696 per share.
