Sale and Purchase of Preferred Stock. (a) The Company agrees to sell to the Purchaser and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein or made pursuant hereto, the Purchaser agrees to purchase from the Company at the Closing provided for in Section 2 hereof, the number of shares of Series 2 Convertible Preferred Stock set forth opposite the Purchaser's name on Schedule 1 hereto. The shares of Series 2 Convertible Preferred Stock being acquired under this Agreement and by the other Purchasers under the other Stock Purchase Agreements (as hereinafter defined) are collectively referred to herein as the "Shares", containing rights and privileges as more fully set forth in the Series 2 Certificate of Designations of the Company in the form attached hereto as Exhibit A (the "Series 2 Certificate of Designations").
Sale and Purchase of Preferred Stock. (a) The Company agrees to sell to the Purchasers and, subject to the terms and conditions hereof and in reliance upon the representations and warranties of the Company contained herein or made pursuant hereto, the Purchasers severally agree to purchase from the Company at the Closing, the number of shares of Series E-1 Preferred Stock and/or Series E-2 Preferred Stock set forth opposite each Purchaser's name on Schedule 1 hereto. The shares of Series E-1 Preferred Stock and/or Series E-2 Preferred Stock being acquired under this Agreement (as hereinafter defined), or upon the conversion of promissory notes listed on Schedule 2 hereto and issued pursuant to that certain Note Purchase Agreement, dated as of December 10, 2002, by and among the Company and the purchasers that are parties thereto (collectively, the "Bridge Notes") are referred to herein as the "Shares", and contain rights and privileges as more fully set forth in the Certificate of Designation and Determination of Preferences of the Series E-1 Senior Preferred Stock of the Company in the form attached hereto as Exhibit A-1 (the "Series E-1 Certificate") and/or the Certificate of Designation and Determination of Preferences of the Series E-2 Senior Preferred Stock of the Company in the form attached hereto as Exhibit A-2 (the "Series E-2 Certificate"), as applicable.
Sale and Purchase of Preferred Stock. (a) Subject to the terms and conditions of this Agreement, the Company shall sell to the Purchasers a minimum of 60,000 and a maximum of 80,000 shares of Preferred Stock at the Purchase Price per share for an aggregate purchase price of not less than the Minimum Amount nor greater than the Maximum Amount, respectively. The form of the Preferred Stock is included in the Memorandum.
Sale and Purchase of Preferred Stock. Subject to the terms and conditions of this Agreement, the Company will issue and sell to Purchaser and Purchaser will purchase from the Company concurrently with the execution of this Agreement the number of shares of Preferred Stock specified in Schedule A at a purchase price equal to the product of such number of shares times $25 per share.
Sale and Purchase of Preferred Stock. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to the Series B Investors, and each Series B Investor will purchase from the Company, severally and not jointly, the total number of shares of Preferred Stock specified opposite such Series B Investor's name on the Schedule of Investors attached hereto as Annex A, at the Closing (as hereinafter defined) on the Closing Date (as hereinafter defined), at a price of $30.47 per share (the "Purchase Payment").
Sale and Purchase of Preferred Stock. In the event that an IPO does not close prior to October 31, 1997, Purchaser agrees, in lieu of and not in addition to its obligations under Section 1.2 above, to purchase $11,950,000 of Preferred Stock in the Preferred Financing (as defined below) pursuant to a separate purchase agreement according to terms negotiated by the lead investor in the Preferred Financing which must be reasonably satisfactory to the Purchaser. For purposes of this Agreement, the term "Preferred Financing" shall mean the next Preferred Stock financing of the Company if any, after the date hereof, but to be completed no later than October 31, 1997, in which at least $40,000,000 is invested in such Preferred Stock (including: (i) the $11,950,000 to be invested by Purchaser as provided in this Agreement, (ii) the $3,000,000 principal amount of that certain note issued to the Purchaser by the Company and (iii) the value of certain services to be provided by the Purchaser to the Company which will be valued for purposes of this Agreement at $2,000,000). For purposes of this Agreement, the IPO and the Preferred Financing shall be referred to alternatively as the "Financing Event."
Sale and Purchase of Preferred Stock. Upon the terms and subject to ------------------------------------ the conditions herein contained, the Company agrees to sell to each Investor, and each Investor severally agrees to purchase from the Company, at the Closing (as hereinafter defined) on the Closing Date (as hereinafter defined), the number of shares of Preferred Stock and the principal amount of Convertible Promissory Notes at the purchase price or for the other consideration set forth opposite its name on Annex A hereto.
Sale and Purchase of Preferred Stock. (a) Within one (1) business day following the date on which Buyer first makes payment for shares of Common Stock that Buyer has accepted for payment pursuant to the Offer, Buyer shall pay to each Seller the purchase price of $1,400 per share of Preferred Stock together with accrued and unpaid dividends to and including the date of the Effective Time (as defined below) delivered in accordance with SECTION 1 hereof by such Seller to Agent (the "PURCHASE PRICE") by wire transfer of immediately available funds to the account designated by such Seller on its respective signature page hereto. Upon payment of the Purchase Price to each Seller, such Seller shall irrevocably sell, transfer, grant and convey (collectively, "TRANSFER") to Buyer, without representation or warranty except as provided in this Agreement, and Buyer shall purchase, the Assigned Rights of such Seller (the time of such transfer and purchase of the Assigned Rights of a Seller as aforesaid is referred to as the "EFFECTIVE TIME" with respect to such Seller). Promptly upon delivery by Buyer to Agent of written evidence, consisting of a Federal Reserve Wire Network Reference Number, the time processed and the value date, of payment of the Purchase Price to a Seller, Agent shall release and deliver to Buyer the Preferred Stock Documentation of such Seller held by Agent.
Sale and Purchase of Preferred Stock. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to Investor, and Investor agrees to Purchase from Company, at the Closing (as hereinafter defined) on the Closing Date (as hereinafter defined) 5,000,000 shares of Preferred Stock at a price of $2.00 per share (the "Purchase Payment").
Sale and Purchase of Preferred Stock. At the Closing (as defined below) and on the terms set forth herein, Seller shall sell and deliver to the Purchasers all of its right, title, and interest in and to an aggregate of 1,843,274 shares (the "Purchased Shares") of Preferred Stock owned by Seller and (ii) each Purchaser shall purchase and accept from Seller, all right, title, and interest of Seller in and to the Purchased Shares set forth opposite such Purchaser's name on SCHEDULE I hereto, in each case free and clear of all mortgages, liens, pledges, security interests, charges, restrictions, and other encumbrances ("Liens"), other than restrictions on transfer imposed by applicable securities laws. The closing (the "Closing") of the purchase and sale of the Purchased Shares is taking place upon the satisfaction (or waiver) of the conditions set forth in Article V hereof, at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, or at such otxxx xxme or xxxxx xx xxx xxxxxxx xxxxx xxxxx. Xxx xxxx of the Closing is referred to herein as the "Closing Date."
