Sale of Preferred Stock. 1.01 Initial sale of Preferred Stock. JRAC hereby purchases 120,000 shares of Preferred Stock for an aggregate purchase price of $120,000. JRAC acknowledges receipt of a certificate representing such shares. The Company hereby acknowledges receipt of a wire transfer of $120,000 in full payment for such shares.
Sale of Preferred Stock. If, at any time or from time to time, the OEP Stockholders notify each other Stockholder that holds Preferred Stock in writing that the OEP Stockholders desire to effect a Sale of Preferred Stock and specify the terms and conditions of such proposed sale then, notwithstanding any other provision of this Agreement, each such other Stockholder shall take all necessary and desirable actions reasonably requested by such OEP Stockholders in connection with the consummation of such Sale of Preferred Stock, and within ten (10) business days of the receipt of such notice (or such longer period of time as such OEP Stockholders shall designate in such notice) such other Stockholders shall cause a Pro Rata number of their respective Shares of Preferred Stock (for the avoidance of doubt, based on the percentage of Shares of Preferred Stock, on a Diluted Basis, owned by the OEP Stockholders that is being sold) to be sold to the designated purchaser on the same terms and conditions and for the same per share consideration and at the same time as the Shares of Preferred Stock being sold by such OEP Stockholders; provided, that, in the absence of fraud or willful misconduct, the indemnification obligations, if any, of each Stockholder provided to the designated purchaser shall not be greater than the gross proceeds received by each such Stockholder in connection with the Sale of Preferred Stock. In furtherance, and not in limitation, of the foregoing, in connection with a Sale of Preferred Stock effected in accordance with this Section 2.4(b), each Stockholder will, (i) consent to and raise no objections against the Sale of Preferred Stock or the process pursuant to which it was arranged, (ii) waive any dissenter’s rights and other similar rights and (iii) execute all documents containing such terms and conditions as those executed by all such OEP Stockholders as directed by such OEP Stockholders. In connection with a Sale of Preferred Stock, the Company will pay (A) the costs and expenses incurred by such OEP Stockholders and (B) the costs and expenses incurred by the GW Stockholders, AB Stockholders and RD Stockholders as a group (in an amount not to exceed $10,000 in the aggregate), in each case which are not otherwise paid by the purchaser in connection with such Sale of Preferred Stock.
Sale of Preferred Stock. Subject to the terms and conditions hereof, at the Closing (as defined in Section 2.1 hereof) the Company will issue and sell to each Additional Purchaser, and each Additional Purchaser severally agrees to purchase from the Company, that number of Additional Shares specified opposite such Additional Purchaser's name on Exhibit A hereto, at a cash purchase price of $8.36 per --------- share. Each of the Additional Purchasers, by their signatures hereto, shall hereby (i) become parties to the Purchase Agreement, (ii) be considered a "Purchaser" for all purposes under the Purchase Agreement and (iii) have all the ---------- rights and obligations of a Purchaser thereunder. The Additional Shares acquired by the Additional Purchasers hereunder shall be considered "Series D Preferred ------------------ Stock" for all purposes under the Purchase Agreement, as amended. -----
Sale of Preferred Stock. Without the prior written consent of the Investors identified on Schedule 1 attached hereto, the Company shall not (i) issue, grant or sell any shares of Series B Preferred Stock or Series C Preferred Stock or warrants, options or other rights to purchase shares of Series B Convertible Preferred Stock or Series C Preferred Stock, at a price per share less than $1,000; or (ii) issue any shares of the Company's preferred stock having rights and preferences equal to or senior in rank to the rights and preferences of the Preferred Shares, the Series C Preferred Stock or the Series D Preferred Stock.
Sale of Preferred Stock. (a) Upon the terms and subject to the conditions set forth herein, and in accordance with applicable law, the Company agrees to sell to the Investor, and the Investor agrees to purchase from the Company, on the Closing Date 1,000,000 shares of Preferred Stock and the Incentive Preferred Stock for the Purchase Price.. The Company shall cause all such Preferred Stock to be issued to the Investor upon the release of the Purchase Price to the Company by the escrow agent pursuant to the terms of the Escrow Agreement.
Sale of Preferred Stock. (a) Private sales of are Series B Preferred Stock are allowed pursuant to compliance with applicable rules and regulations under the Securities Act. At the Company’s next registration of stock, all Series B Preferred Shareholders who convert their shares to Common Stock will have their shares included in a Registration Statement.
Sale of Preferred Stock. Subject to the terms and conditions hereof, at the Closing (as defined in Section 2.1 hereof) the Company will issue and sell to each Additional Purchaser, and each Additional Purchaser severally agrees to purchase from the Company, that number of Additional Shares specified opposite such Additional Purchaser's name on EXHIBIT A hereto, at a cash purchase price of $2.1032 per share. Each of the Additional Purchasers, by their signatures hereto, shall hereby (i) become parties to the Purchase Agreement, (ii) be considered a "PURCHASER" for all purposes under the Purchase Agreement and (iii) have all the rights and obligations of a Purchaser thereunder. The Additional Shares acquired by the Additional Purchasers hereunder shall be considered "STOCK" for all purposes under the Purchase Agreement, as amended.
Sale of Preferred Stock. (a) Sections 1.1(a), 1.1(f), 1.1(i), 1.1(o), 1.1(p), 1.1(s), 1.1(w) and 1.1(z), of the Agreement shall be modified such that references to the Stock shall also include the Preferred Stock.
Sale of Preferred Stock. On or before May 31, 2006, the Company shall enter into binding commitments to issue and sell at least $10,000,000 of Preferred Stock having terms materially similar to, or less favorable than, the terms of the Notes.
Sale of Preferred Stock. Subject to the terms and conditions hereof, at the Closing (as defined in Section 2.1 hereof), the Company will issue and sell to the Additional Investors, and such Additional Investors agree to purchase from the Company, that number of shares of Series C Preferred Stock specified opposite such Additional Investor's name on Exhibit B hereto (the "Additional Shares"), at a purchase price of $1.039401493 per share. Each Additional Investor, by his, her or its signature hereto, shall hereby (i) become a party to the Purchase Agreement, (ii) be considered a "Purchaser" for all purposes under the Purchase Agreement and (iii) have all the rights and obligations of a Purchaser thereunder. The Additional Shares acquired by the Additional Investors hereunder shall be considered "Shares" for all purposes under the Purchase Agreement, as amended.
