Purchase and Sale of Preferred Stock Sample Clauses

Purchase and Sale of Preferred Stock. Subject to the terms and ------------------------------------ conditions herein set forth, the Company agrees to issue and sell to each of the Purchasers, and each of the Purchasers agrees that it will purchase from the Company, on the Closing Date, the aggregate number of shares of Preferred Stock set forth opposite such Purchaser's name on Schedule 2.1 hereto, for the ------------ aggregate purchase price set forth opposite such Purchaser's name on Schedule -------- 2.1 hereto (all of the shares of Preferred Stock being purchased hereunder being --- referred to herein as the "Purchased Shares").
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Purchase and Sale of Preferred Stock. In consideration of this Agreement, the Company hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the Shares in accordance with the following terms:
Purchase and Sale of Preferred Stock. Upon the following terms and conditions, the Company shall issue and sell to the Investor shares of the Company's 6% Convertible Preferred Stock (the "Shares") having the rights, designations and preferences set forth in Schedule I hereto, and the Investor shall purchase from the Company the number of Shares designated on the signature page hereof. Section I.2 Purchase Price. The purchase price for the Shares (the "Purchase Price") shall be $1,000 per share. Section I.3 The Closing.
Purchase and Sale of Preferred Stock. 1.1 Purchase and Sale of Stock. Upon the following terms and conditions, the Company shall issue and sell to the Purchasers and each of the Purchasers shall purchase from the Company, the number of shares of the Company's Series D Convertible Preferred Stock, par value $0.01 per share and stated value of $9.60 per share (the "Preferred Shares"), each Preferred Share initially convertible into shares of the Company's common stock, par value $0.01 per share (the "Common Stock") at the Conversion Price (as defined in the Certificate of Designation (as defined below)), which shall initially be $0.60, subject to adjustment as set forth therein, in the amounts set forth opposite such Purchaser's name on Exhibit A hereto. The designation, rights, preferences and other terms and provisions of the Series D Convertible Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series D Convertible Preferred Stock attached hereto as Exhibit B (the "Certificate of Designation"). 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 Rule 506 of Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") or Section 4(2) of the Securities Act.1.2 Warrants. Upon the following terms and conditions and for no additional consideration, each of the Purchasers shall be issued (i) Series A Warrants, in substantially the form attached hereto as Exhibit C-1 (the "Series A Warrants"), each to purchase the number of shares of Common Stock equal to fifty percent (50%) of the number of shares of Common Stock into which the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement are convertible, as set forth opposite such Purchaser's name on Exhibit A hereto, (ii) Series B Warrants, in substantially the form attached hereto as Exhibit C-2 (the "Series B Warrants"), each to purchase the number of shares of Common Stock equal to one hundred percent (100%) of the number of shares of Common Stock into which the Preferred Shares purchased by each Purchaser pursuant to the terms of this Agreement are convertible, as set forth opposite such Purchaser's name on Exhibit A hereto, (iii) Series J Warrants, in substantially the form attached hereto as Exhibit C-3 (the "Series J ...
Purchase and Sale of Preferred Stock. Upon the following ------------------------------------ terms and conditions, the Company shall issue and sell to the Investor shares of the Company's First Convertible Preferred Stock (the "Shares") having the rights, designations and preferences set forth in Schedule I hereto, and the Investor shall purchase from the Company the number of Shares designated on the signature page hereof.
Purchase and Sale of Preferred Stock. As a condition of Closing, Kevin Brennan shall deliver and be in compliance with the terms and conditions of the subscription agreement in the form attached hereto as EXHIBIT B (the “Preferred Stock Subscription Agreement”), the Secured Promissory Note in the form as attached hereto as EXHIBIT C (the Secured Promissory Note”), the Security Agreement in the form as attached hereto as EXHIBIT D (the “Security Agreement”), and the Escrow Agreement in the form as attached hereto as EXHIBIT E (the “Escrow Agreement”), each for the purchase and sale of 700,000 shares Series A Preferred Stock of URM and 500,000 shares of Series B Preferred Stock of URM (collectively the “URM Preferred Shares”) for and in consideration of $125,000, of which $25,000 has been received by URM as a non-refundable deposit, as set forth in the Subscription Agreement, which amount shall be allocated and distributed in full at Closing for the satisfaction of any outstanding pre-Closing debts or liabilities of URM and the retirement of the URM Cancelled Shares as determined by the current Board of Directors of URM. In addition, at Closing interests in the Security Agreement shall be assigned pro rata to the holders of the Secured Promissory Note. The certificates of designation setting forth the respective powers, preferences, limitations, restrictions and relative rights of the Series A Preferred Stock and the Series B Preferred Stock are attached hereto as EXHIBITS F and G, respectively, (the “URM Certificates of Designation”) and shall be duly filed with the State of Delaware on or prior to the Closing Date.
Purchase and Sale of Preferred Stock. At the Closing, the Company will sell to you (the "Purchaser") an aggregate of 100,000 shares of the Company's Series A Preferred Stock, par value $30 per share (the "Preferred Stock"), at a price of $32.95 per share, for an aggregate purchase price of $3,295,000 payable as provided in Section 1.3. The Preferred Stock shall have the rights, terms and privileges set forth on Exhibit A attached hereto. The shares of Preferred Stock purchased pursuant to this Section 1.1 are referred to herein as the "Purchased Shares."
Purchase and Sale of Preferred Stock. 1.1Sale and Issuance of Series A Preferred Stock. (a.)The Corporation has authorized the issuance and sale to the Purchaser of the Shares, having the rights and preferences set forth in the Certificate of Designation of Series A Preferred Stock in the form of Exhibit A attached to this Agreement (the “Certificate of Designation”). Immediately prior to the Closing, the Corporation shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware. (b.)At the Closing, subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Corporation set forth herein or in any certificate or other document delivered pursuant hereto, the Purchaser agrees to purchase, and the Corporation agrees to sell and issue to the Purchaser, free and clear of all Liens, in exchange for the payment of the aggregate Purchase Price, 102,000 Shares. 1.2Closing; Delivery. (a.)The purchase and sale of the Shares (the “Closing”) shall take place remotely via the exchange of documents and signatures, within ten (10) Business Days of the satisfaction (or waiver by the applicable party) of each of the conditions set forth in Section 6 and 7, or at such other place or time or on such other date as shall be agreed to by the Corporation and the Purchaser. The time and date on which the Closing is actually held are sometimes referred to herein as the “Closing Date.” (b.)At the Closing, subject to satisfaction or waiver of the conditions set forth in Section 7, the Corporation shall issue and deliver to the Purchaser, free and clear of all Liens, a stock certificate, duly executed by the Corporation and registered in the Corporation’s stock ledger in the Purchaser’s or its nominee’s name, evidencing the number of Shares to be purchased by such Purchaser as set forth in Section 1.1(b). (c.)Subject to satisfaction or waiver of the conditions set forth in Section 6 at Closing, as payment in full for the Shares being purchased by it under this Agreement, and against delivery of the stock certificate(s) therefor as described in subparagraph (b) above, at the Closing, the Purchaser shall pay the aggregate Purchase Price for the Purchaser’s Shares by wire transfer of immediately available funds, to bank accounts designated by the Corporation at least two (2) Business Days prior to Closing. $8,000,000 of the aggregate Purchase Price shall be funded into the Financing Account and the remainder of the aggregate Pur...
Purchase and Sale of Preferred Stock. Upon the following terms and conditions, Alteon shall issue and sell to each Investor severally, and each Investor severally shall purchase from Alteon, the number of Preferred Shares indicated next to such Investor's name on Schedule I attached hereto.
Purchase and Sale of Preferred Stock. Upon the following terms and conditions, the Company shall issue and sell to HSCC, and HSCC shall purchase from the Company an aggregate of 10,550,000 shares of the Series A Preferred Stock (collectively, the “Purchaser Preferred Shares”), each at a price of $1.00 per share (the “Purchase Price”). The Company Preferred Shares are convertible into shares of the Company Common Stock. The designation, rights, preferences and other terms and provisions of the Series A Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock attached hereto as Exhibit B (the “Series A Certificate of Designation”). The Company and HSCC are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Rule 506 of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “Commission”) under the Securities Act or Section 4(2) of the Securities Act.