Purchase of Series A Preferred Stock. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to the Buyers and the Buyers shall purchase from the Company an aggregate of 200 shares of Series A Preferred Stock, in the respective amounts set forth opposite each Buyer's name on the Schedule of Buyers (the "CLOSING").
Purchase of Series A Preferred Stock. Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined hereinbelow) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing the number of Series A Preferred Shares and at the purchase price set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the subscription amount set forth opposite his name on Schedule I in same-day funds or a check payable to "First Union National Bank, as Escrow Agent for Diamond Entertainment Corporation," which subscription amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith or the Buyer shall convert the principal amount of the outstanding note(s) held by Buyer as set forth on Schedule I whereupon such note shall be deemed cancelled and paid in full. Notwithstanding the foregoing, a Buyer may withdraw his subscription amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).
Purchase of Series A Preferred Stock. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to the Buyers and the Buyers shall purchase from the Company an aggregate principal amount of 41 shares of Series A Preferred Stock (the "CLOSING") for a purchase price of $10,000 per share (the "PURCHASE PRICE").
Purchase of Series A Preferred Stock. Subject to the terms of this Agreement, the Purchaser agrees to purchase from the Company, and the Company agrees to sell to the Purchaser, Two Million (2,000,000) shares (each a “Share” and collectively the “Shares”) of Series A Convertible Preferred Stock, at a purchase price of $0.05 per Share, for a total purchase price of One Hundred Thousand Dollars ($100,000) (the “Purchase Price”).
Purchase of Series A Preferred Stock. Subject to the terms and conditions in this Agreement, the Purchaser hereby agrees to purchase from the Company, and the
Purchase of Series A Preferred Stock. (a) The Company has authorized the issuance and sale to Investor of 934,725 shares of Series A Preferred Stock, in exchange for aggregate cash consideration of $750,000.
Purchase of Series A Preferred Stock. In the event that Cisco has exercised its Co-Sale Rights on or before the Closing Date, then the Purchaser shall have purchased all of the Series A Preferred Stock from Cisco upon the same terms and for the same consideration per share as the Purchaser is purchasing the Shares from the Sellers, in accordance with Section 3.2 of the Stockholders' Agreement.
Purchase of Series A Preferred Stock. The Sellers agree to comply with the notification provisions contemplated in Section 3.2 of the Stockholders' Agreement. If Cisco exercises its Co-Sale Rights in accordance with the Stockholders' Agreement, the Purchaser shall purchase all of the Series A Preferred Stock from Cisco upon the same terms (including the same consideration per share) as the Purchaser is purchasing the Shares from the Sellers. In such event, Parent and the Sellers shall provide any required consents and approvals required of Parent or Sellers under the Stockholders' Agreement, Certificate of Incorporation or By-Laws in order for Cisco to complete such sale. In the event that Cisco does not exercise its Co-Sale Rights, Parent, the Sellers and the Purchaser shall use commercially reasonable efforts to substitute the Purchaser for Parent for the purposes of the Stockholders' Agreement. If they are unable to effect such substitution and either Cisco exercises its "PUT" right pursuant to Section 3.4 of the Stockholders' Agreement or the Purchaser requests that Parent exercise its "CALL" Right as provided in Section 3.4 of the Stockholders' Agreement, then Parent shall purchase all of the shares of the Series A Preferred Stock from Cisco as provided in Section 3.4 of the Stockholders' Agreement and shall sell them to the Purchaser, and the Purchaser shall purchase such shares upon the same terms (including the same consideration) as Parent purchased such shares from Cisco.
Purchase of Series A Preferred Stock. On the Closing Date, NPOWR will purchase the Shares as principal for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.
Purchase of Series A Preferred Stock. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7(a) below, the Company shall issue and sell to the Buyers and the Buyers shall purchase from the Company Series A Preferred Stock, in the respective amounts set forth opposite each Buyer's name on the Schedule of Buyers (the "INITIAL CLOSING"). Subject to the terms and conditions set forth in Section 1(c) and satisfaction of the conditions set forth in Sections 6 and 7(b), at the option of each Buyer, the Company shall issue and sell to each such Buyer and each such Buyer shall purchase from the Company the Additional Preferred Stock at an additional closing (the "ADDITIONAL CLOSINGS"). Subject to the terms and conditions set forth in Section 1(d) and satisfaction of the conditions set forth in Sections 6 and 7(c), the Company may require that each Buyer purchase in the aggregate the Put Preferred Stock, equal to such Buyer's pro rata portion of Series A Preferred Stock at an additional closing up to the number of shares set forth opposite such Buyer's name on the Schedule of Buyers; provided, however, that if a Buyer has already purchased an amount equal to the number of shares set forth opposite such Buyer' s name on the Schedule of Buyers, the Company may require the remaining Buyers to purchase in pro rata portions (the "PUT CLOSING"). The Initial Closing, the Additional Closing and the Put Closing are referred to in this Agreement as the "CLOSINGS." The per share purchase price (the "PURCHASE PRICE") of each share of Preferred Stock at each of the Closings shall be $1,000. On each Closing Date, the Company shall deliver to each Buyer a stock certificate representing such number of shares of Preferred Stock which such Buyer is then purchasing, duly executed on behalf of the Company and registered in the name of such Buyer or its designee (the "STOCK CERTIFICATES").
