SALE AND ISSUANCE OF THE PREFERRED SHARES Sample Clauses

SALE AND ISSUANCE OF THE PREFERRED SHARES. Subject to the terms ----------------------------------------- and conditions hereof, at the Closing the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company the number of Preferred Shares set forth opposite such Purchaser's name on Schedule 1.2 ------------ attached hereto for a consideration of $1.88 per share (the "Purchase Price").
Sample 1
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SALE AND ISSUANCE OF THE PREFERRED SHARES. Subject to the terms and conditions hereof, the Company will issue and sell to Purchaser and Purchaser will purchase the Preferred Shares at the purchase price per Preferred Share as indicated in Section 1.1.
Sample 1
SALE AND ISSUANCE OF THE PREFERRED SHARES. At the Closing (as defined below in section 1.2(a)) and subject to the terms and conditions of this Agreement, Purchaser does hereby subscribe for, and agree to purchase, that number of Preferred Shares equal to (i) 10,000,000, divided by (ii) the average closing asking price per share of SFNB Common Stock (or the Corporation's Common Stock if SFNB is then dissolved, or a combination of both), as quoted on the Nasdaq Stock Market National Market Tier, for each of the 10 trading days preceding the business day immediately before the Closing Date under this Agreement, for a total purchase price of $10,000,000 (the "Purchase Price"), and the Corporation agrees to sell and issue to Purchaser at the Closing for the Purchase Price, such Preferred Shares (the "Transaction").
Sample 1
SALE AND ISSUANCE OF THE PREFERRED SHARES. Subject to the terms and conditions hereof, at the Initial Closing the Company will issue and sell to Purchaser and Purchaser will purchase from the Company 4,573,171 Preferred Shares for a consideration of $6.56 per share. In addition, Purchaser shall convert an aggregate principal amount of $4,754,764 in Convertible Promissory Notes plus accrued interest thereon of $56,380 into 733,406 Preferred Shares at the Initial Closing. The total number of Preferred Shares to be sold by the Company to Purchaser and the aggregate consideration to be received by the Company from Purchaser (the “Purchase Price”) is set forth in Schedule 1.2 (as such Schedule may be updated from time to time).
Sample 1

Related to SALE AND ISSUANCE OF THE PREFERRED SHARES

  • Issuance of the Preferred Securities On ________________, ______ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

  • SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.

  • Sale and Issuance of Common Stock Subject to the terms ------------------------------------ and conditions of this Agreement, and in reliance upon the representations and warranties and covenants contained herein, the Investor agrees to purchase at the Closing, and the Company agrees to sell and issue to the Investor at the Closing (as defined herein), 1,541,261 shares of the Company's Common Stock, $.001 par value (the "Common Stock") for the aggregate purchase price of $15,412.61.

  • Purchase and Issuance of the Units Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber the certificates representing the Securities purchased or effect such delivery in book-entry form.

  • Valid Issuance of the Units The Units have been duly authorized and, when issued and delivered against payment therefor pursuant to this Agreement, will be validly issued in accordance with the Partnership Agreement, fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by (A) matters described in the Registration Statement and the Prospectus and (B) Sections 17-303, 17-607 or 17-804 of the Delaware LP Act), and will conform in all material respects to the description thereof contained in the Prospectus.

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • Disposition of Warrant and Exercise Shares (a) The Holder further agrees not to make any disposition of all or any part of the Warrant or Exercise Shares in any event unless and until:

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Incurrence of Indebtedness and Issuance of Preferred Stock (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Guarantors may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period.

  • Issuance of Additional Shares of Common Stock (i) In the event the Issuer shall at any time following the Original Issue Date issue any Additional Shares of Common Stock (otherwise than as provided in the foregoing subsections (a) through (c) of this Section 4), at a price per share less than the Warrant Price then in effect or without consideration, then the Warrant Price upon each such issuance shall be adjusted to that price determined by multiplying the Warrant Price then in effect by a fraction:

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