Purchase and Sale of Stock and Warrants. 1.1 Sale and Issuance of Series A Preferred Stock and Warrants to ------------------------------------------------------------- Purchase Common Stock. ---------------------
Purchase and Sale of Stock and Warrants. (a) Upon execution of this Agreement, Executive will purchase, and the Seller will sell, shares of Class L Common and Class B Common and Warrants (collectively, the “Purchased Securities”), in such amounts and for such consideration as set forth on the Schedule of Sellers attached hereto. The Seller will deliver to Executive copies of certificates or other instruments representing such Purchased Securities, and, upon receipt of such copies, Executive will deliver to the Seller (i) a cash payment in the amount of $ and (ii) an executed consent from Executive’s spouse (if any) in the form of Exhibit A attached hereto. If, at any time subsequent to the date hereof and prior to the occurrence of a Termination Event (as defined in paragraph 2(f) hereof), Executive becomes legally married (whether in the first instance or to a different spouse), Executive shall cause Executive’s spouse to execute and deliver a consent in the form of Exhibit A attached hereto. Executive’s failure to deliver the Seller an executed consent in the form of Exhibit A at any time when Executive would otherwise be required to deliver such consent shall constitute Executive’s continuing representation and warranty that Executive is not legally married as of such date.
Purchase and Sale of Stock and Warrants. 1.1 AUTHORIZATION. As of the Closing, the Company will have authorized the issuance and sale to the Purchasers, pursuant to the terms of this Agreement, of up to 360,000 shares of the Series A Stock, and of up to 340,000 shares of the Series A Stock issuable upon conversion of the Series A-1 Stock, having the powers, designations, preferences, voting rights, relative and other special rights, and the qualifications, limitations and restrictions set forth in the resolutions of the Company's Board of Directors (the "BOARD") attached hereto as EXHIBIT C (the "SERIES A DESIGNATION"), and of up to 340,000 shares of the Series A-1 Stock having the powers, designations, preferences, relative and other special rights, and the qualifications, limitations and restrictions set forth in the resolutions of the Board attached hereto as EXHIBIT D (the "SERIES A-1 DESIGNATION"), subject, in the case of the Additional Closing Shares (as defined below), to the prior approval of the stockholders of the Company. The shares of Common stock issuable upon conversion of all the Series A Stock issued hereunder (including Series A Stock issuable upon conversion of the Series A-1 Stock issued hereunder), is referred to herein as the "CONVERSION STOCK" and the Series A Stock issuable upon conversion of the Series A-1 Stock issued hereunder is referred to herein as the "SERIES A-1 CONVERSION STOCK."
Purchase and Sale of Stock and Warrants. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined herein), each Purchaser agrees to purchase severally and not jointly and the Company agrees to issue and sell to such Purchaser severally and not jointly that number of whole shares of the Company's common stock, $0.001 par value, (the "Common Stock") set forth opposite such Purchaser's name on Appendix A (the "Shares"), at a purchase price that is equal to One Dollar and Eighty-Five Cents ($1.85) per Share and a warrant to purchase that number of shares of Common Stock set forth opposite such Purchaser's name on Appendix A, at an exercise price of Two Dollars Twenty-Six Cents ($2.26) per share, substantially in the form attached hereto as Appendix F-1 or with respect to North Sound Legacy Institutional Fund LLC and North Sound Legacy International Ltd. in the form attached hereto as Appendix F-2 (each, a "Warrant" and collectively the "Warrants"). The shares of Common Stock issuable upon exercise of the Warrants are referred to herein as the Warrant Shares. The Shares and the Warrants are referred to herein collectively as the "Securities." The Purchasers and the Company agree and acknowledge that the Company may, at any Purchaser's prior written request, include in the Warrant issuable to such Purchaser pursuant to this Agreement a provision, agreed to by such Purchaser and the Company, pursuant to which such Purchaser would be prohibited from exercising such Warrant to the extent that such Purchaser would upon exercise beneficially hold a number of shares of Common Stock in excess of an agreed percentage of the total number of shares of Common Stock then issued and outstanding.
Purchase and Sale of Stock and Warrants. Subject to the terms and conditions hereof and in consideration of and in express reliance upon the representations, warranties, covenants, terms and conditions of this Agreement, the Company agrees to issue and sell, for an aggregate purchase price of $6,876,800 (the "Purchase Price"), to the Purchasers, and the Purchasers, severally but not jointly, agree to purchase:
Purchase and Sale of Stock and Warrants. Section 1.1 Purchase and Sale of Series A-2 Preferred Stock and Warrants.
Purchase and Sale of Stock and Warrants. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, 8,700,000 shares (the “Shares”) of the Company’s Series B Preferred Stock, par value $0.01 per share (the “Preferred Stock”). Each Purchaser shall purchase from the Company its portion of the Shares opposite such Purchaser’s name on Exhibit A attached hereto. 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 Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.
Purchase and Sale of Stock and Warrants. 1.1 Sale and Issuance of Series A Preferred Stock and Warrants. ---------------------------------------------------------- (a) The Company shall adopt and file with the Secretary of State of California on or before the Closing (as defined below) the Certificate of Determination of Rights, Preferences and Privileges of the Series A Preferred Stock in the form attached hereto as Exhibit A (the "Certificate of --------- Determination").
Purchase and Sale of Stock and Warrants. 1.1 Sale and Issuance of Series 4-A Preferred Stock and Warrants.
Purchase and Sale of Stock and Warrants
