Purchase and Sale of Series C Preferred Stock. Subject to the terms --------------------------------------------- and conditions set forth herein, the Company agrees to issue and sell to Purchaser, and Purchaser agrees that it will purchase from the Company at the Purchase Price, on the Closing Date, the Purchased Shares.
Purchase and Sale of Series C Preferred Stock. Subject to the terms and conditions hereof, and in reliance upon the representations, warranties and agreements contained herein, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, the number of shares of Series C Preferred Stock set forth next to such Purchaser's name on Exhibit B hereto (the shares to be purchased by each Purchaser hereunder being hereinafter referred to as the "Shares") for the purchase price set forth next to such Purchaser's name on Exhibit B hereto (the purchase price to be paid by each Purchaser hereunder for the Shares being hereinafter referred to as the "Purchase Price"). At the Closing, the Company shall deliver to each Purchaser, against receipt of the Purchase Price, a certificate representing the Shares, which certificate each Purchaser agrees shall bear a legend in substantially the form specified below, it being agreed that the Company shall promptly remove such legend upon the satisfaction of the requirements set forth in clause (1) or (2) of such legend, to the extent appropriate: "The securities represented by this certificate have been acquired for investment only and have not been registered under the Georgia Securities Act of 1973, as amended (the "Georgia Act"), in reliance on the exemption contained in Section 9(13) of the Georgia Act, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and have not been registered under any other applicable securities laws. Accordingly, the securities are "restricted securities" within the meaning of said laws. The securities may not be offered, sold, exchanged, pledged, hypothecated or otherwise disposed of in the absence of (1) a registration statement being then in effect under the Securities Act, the Georgia Act and/or any other applicable securities laws; or (2) an opinion of counsel to the shareholder (including any in-house counsel of the shareholder), which counsel must be, and the form and substance of which opinion are, reasonably satisfactory to the issuer, that the transaction is exempt from registration under said laws or is in compliance with said laws. The securities shall not be transferred upon the issuer's books and records except upon compliance with the foregoing. The issuer will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative...
Purchase and Sale of Series C Preferred Stock. 1.1 Sale and Issuance of Series C Preferred. The Company shall sell to WRC and WRC shall purchase from the Company, the number of shares of Series C Preferred set forth on Exhibit A in exchange for the payments set forth on Exhibit A and the rights granted to the Company pursuant to the License Agreement (the "License Agreement") attached hereto as Exhibit H, on the terms and subject to the conditions set forth in this Agreement. The shares of Series C Preferred sold to WRC are referred to as the "Shares."
Purchase and Sale of Series C Preferred Stock. (a) The Company has adopted and filed with the Secretary of State of the State of Delaware prior to the date hereof, the Certificate of Designations to create the Series C Preferred Stock.
Purchase and Sale of Series C Preferred Stock. 1.1 AUTHORIZATION OF SERIES C PREFERRED STOCK. The Company has, or before the Initial Closing (as hereinafter defined) will have, authorized the issuance and sale of up to Five Million Eight Hundred Eighty-Two Thousand Three Hundred Fifty-Three (5,882,353) shares (the "Shares") of its Series C Preferred Stock, having the rights, restrictions, privileges and preferences as set forth in the Certificate of Designation attached to this Agreement as EXHIBIT B, as amended pursuant to a Certificate of Amendment to Restated Certificate of Incorporation in substantially the form of EXHIBIT F attached hereto.
Purchase and Sale of Series C Preferred Stock
