Purchase and Sale of Series D Preferred Stock. EXCHANGE
Purchase and Sale of Series D Preferred Stock. On the Closing Date, the Company agrees to deposit with the Escrow Agent, to be held in escrow in accordance with the terms of the Escrow Agreement and to be released to the Purchasers on the Escrow Release Date, and each Purchaser, severally and not jointly, agrees to purchase from the Company on the Escrow Release Date subject only to the terms and provisions of the Escrow Agreement, the aggregate number of shares of Series D 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 which is being deposited by each such Purchaser with the Escrow Agent not later than 5:00 p.m., New York City time, on November 9, 2001, to be distributed in accordance with the terms of the Escrow Agreement (all of the shares of Series D Preferred Stock being purchased pursuant hereto being referred to herein as the "Purchased Shares").
Purchase and Sale of Series D Preferred Stock. 1.1 Sale and Issuance of Series D Preferred Stock. ---------------------------------------------
Purchase and Sale of Series D Preferred Stock. (a) Subject to the satisfaction or waiver of the conditions to the closing of the Merger set forth in the Merger Agreement, and concurrently with the Effective Time, each Security Holder agrees to purchase from Parent, and Parent agrees to issue and sell to each Securityholder, a number of shares of Parent Series D Preferred Stock to be issued pursuant to the terms of a Certificate of the Powers, Designations, Preferences and Rights annexed hereto as Exhibit B (the “Certificate of Designation”) having an initial aggregate Series D Liquidation Preference (as defined in the Certificate of Designation) equal to the sum of (i) the aggregate redemption or repurchase price which would have been required to be paid on the Closing Date in connection with a change in control in respect of the principal amount of Parent’s 12 1/4% Senior Subordinated Notes due 2008 and Second Lien Notes owned by the such Securityholder on the Closing Date, plus (ii) any accrued and unpaid interest thereon through the Closing Date (the “Aggregate Purchase Price”).
Purchase and Sale of Series D Preferred Stock. Subject to the terms and conditions set forth herein, in the event the aggregate offering price of shares sold in the IPO is less than $55,000,000 but greater than $45,000,000, on the Closing Date (as defined in Section 2.04 herein) (a) Purchaser hereby subscribes for and agrees to purchase, and the Company agrees to issue to Purchaser, up to 500 shares of cumulative preferred stock, $10,000 par value per share (the "Series D Preferred Stock"), of the Company (the "Issue") and (b) Purchaser, in turn, agrees to pay the Company $10,000 for each share of the Issue (the "Initial Purchase Price"), with the actual number of shares of the Issue and the aggregate Initial Purchase Price of all shares of the Issue determined as the difference of $55,000,000 less the aggregate offering price of shares sold in the IPO.
Purchase and Sale of Series D Preferred Stock. Subject to the terms set forth herein and in reliance upon the representations set forth below, the Company shall issue and sell to the Purchaser and the Purchaser shall purchase from the Company 2,285,714 shares of Series D Preferred Stock (subject to adjustment pursuant to Section 2.5), for an aggregate purchase price of $4,000,000 ($1.75 per share of Series D Preferred Stock) (the “Purchase Price”). Immediately following the Closing, the Purchaser shall own 10.3% of the equity of the Company on a fully diluted basis (i.e., assuming the exercise of all Company Options (whether or not vested) and the issuance of all shares of Common Stock listed on Schedule 3.6, the granting and exercise of all the options or securities allowed pursuant to Section 5.5(c) and the conversion of the Series D Preferred Stock into Common Stock, all as of the Closing (“Fully Diluted Basis”)).
Purchase and Sale of Series D Preferred Stock. 1.1. AUTHORIZATION OF SERIES D PREFERRED STOCK. The Company has, or before the Closing (as hereinafter defined) will have, authorized the issuance and sale of up to Four Million Six Hundred Twenty Three Thousand Four Hundred Eighty-Seven (4,623,487) shares (the "SHARES") of its Series D Preferred Stock, having the rights, restrictions, privileges and preferences as set forth in the Second Amended and Restated Certificate of Incorporation attached to this Agreement as EXHIBIT B. * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
Purchase and Sale of Series D Preferred Stock
