Sale of Series A Preferred Stock. Subject to the terms and conditions hereof, the Corporation will issue and sell to the Investor, two hundred twenty-two thousand two hundred twenty-two (222,222) shares of Series A Preferred Stock (the "Shares") at a per share purchase price of 3,375/10,000 U.S. Dollars ($0.3375), for an aggregate purchase price of Fifty Thousand U.S. Dollars (U.S. $75,000).
Sale of Series A Preferred Stock. The Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws, rules and regulations and the rules of the American Stock Exchange to consummate and make effective the transactions contemplated by the Securities Purchase Agreement as promptly as practicable.
Sale of Series A Preferred Stock. Trefoil hereby agrees that, other than the transfer contemplated by this Agreement, Trefoil shall not, until termination of this Agreement, directly or indirectly sell, transfer, assign or otherwise dispose of, or pledge, grant any option or security interest with respect to, or otherwise encumber shares of Series A Preferred Stock; provided, however, that Trefoil may sell or enter into an agreement to sell its shares of Series A Preferred Stock at any time prior to the twentieth day prior to the date scheduled for the Shareholders' Meeting and in connection therewith assign rights hereunder with respect thereto (a "Transfer") if: (i) the person so acquiring shares of Series A Preferred Stock (the "Transferee") agrees in writing to be bound by the terms of this Agreement, (ii) the Transfer will not impede or delay in any material respect consummation of the transactions contemplated under this Agreement (it being understood and agreed that compliance by the Company with any requirement that any proxy or other solicitating material for use in connection with the Shareholders' Meeting be supplemented, modified, recirculated, and/or redistributed, or filed, cleared or declared effective with or by any governmental entity or the NYSE, on account of a Transfer shall not be deemed to impede or delay in any material respect consummation of the transactions contemplated under this
Sale of Series A Preferred Stock. Upon the terms and subject to the conditions set forth herein, and in accordance with applicable law, the Company agrees to sell, and the Investor agrees to purchase, ten thousand (10,000) shares of the Series A Preferred Stock of the Company for the sum of Two Hundred and Forty Thousand Dollars ($240,000.00).
Sale of Series A Preferred Stock. Subject to the terms and conditions hereof, the Company will issue and sell to the Purchasers, and the Purchasers will, severally and not jointly, buy from the Company, an aggregate of 27,850 shares of Series A Preferred. Each Purchaser shall purchase the number of shares and for the consideration specified in Schedule A hereto at either the Initial Closing (as defined below), the Second Closing (as defined below) or the Third Closing (as defined below) as set forth in Schedule A. The Purchasers will purchase their Series A Preferred at a per share purchase price of $1,000.00. The term “Shares” as used in this Agreement refers to the shares of Series A Preferred issued to the Purchasers pursuant to this Agreement.
Sale of Series A Preferred Stock. Subject to the terms and conditions of this Agreement, at the Closing the Investor agrees to purchase and the Company agrees to sell and issue Investor 50,000 shares of the Company's Series A Preferred Stock, par value $0.001 per share ("Series A Preferred Stock") for $.50 per share, Twenty-Five Thousand Dollars ($25,000.00).
Sale of Series A Preferred Stock. Subject to the terms and conditions hereof, at the Closing (as defined below) the Company hereby agrees to issue and sell to Purchaser, and Purchaser agrees to purchase from the Company, the number of Shares set forth opposite Purchaser's name on Exhibit A. Consideration for the purchase of Series A-1 shares is more particularly described in Exhibit A. The Purchasers of Series A-2 shares shall pay a purchase price of One Dollar Twenty-Five Cents ($1.25) per share. Subject to the terms and conditions hereof, at a Subsequent Closing (as defined below) the Company will sell an additional eight hundred thousand (800,000) shares of Series A-2 Preferred Stock to third party Purchasers at a price of One Dollar Twenty-Five Cents ($1.25) per share. The Series A-1
Sale of Series A Preferred Stock. (a) Until such time as a Valuation Event (as defined in the Series C Certificate of Designation) occurs or an IPO (as defined in the Series C Certificate of Designation) is consummated, if the Preferred Investor Common Stockholders (the "Consenting Stockholders") approve a sale, merger or other Transfer involving at least 100% of the outstanding Series A Preferred Stock to a person or affiliated group of persons who is not (A) a Stockholder or (B) an Affiliate of a Stockholder, and in which TIP transfers to such person or group the right to elect at least 3 of the 5 directors that TIP is entitled to elect as of the date hereof (such an event, a "Series A Total Sale"), then all other Stockholders (the "Remaining Stockholders") shall consent to and raise no objection with respect to (and not exercise statutory appraisal rights in connection with) such transaction and, the Remaining Stockholders will have the right to, and, to the extent so elected by the holders of a majority of the Series C Preferred pursuant to the following sentence, shall agree to, sell all of their Series C Preferred Stock on the terms and conditions approved by the Board and the Consenting Stockholders consistent with the provisions of this Section 8B. If the Remaining Stockholders holding a majority of the shares of Series C Preferred Stock wish to sell such shares in the Series A Total Sale, such Remaining Stockholders must provide notice thereof to the Consenting Stockholders within 10 days after notice of such an event from the Consenting Stockholders. The Company, instead of the purchaser, may acquire the Series C Preferred Stock otherwise to be transferred in a Series A Total Sale for the same consideration as the purchaser would have paid therefor after applying the provisions of this Section 8B, and the holders of such securities shall sell them to the Company in such event. If a purchaser other than the Company (or its Subsidiaries) acquires such shares in a Series A Total Sale, the Company shall, promptly after such Series A Total Sale, redeem such shares (subject to compliance with Section 10 of the Series C Certificate of Designation). The provisions of Section 6 (Right of First Offer), Section 7 (Tag-Along Rights) and Section 8 (Drag-Along Rights) shall not apply to Transfers in connection with a Series A Total Sale.
Sale of Series A Preferred Stock. Subject to the terms and conditions hereof and the rights, preferences, privileges and restrictions set forth in the Amendment, the Company will issue and sell to the Purchaser, and the Purchaser will buy from the Company, the Shares at a cash purchase price of $42.50 per Share.
Sale of Series A Preferred Stock. Subject to the terms and conditions hereof, the Company agrees to issue and sell to each of the Purchasers at the Closing, and each Purchaser, severally and not jointly, agrees to purchase from the Company, that number of shares of Series A Preferred Stock specified opposite each Purchaser’s name on the Schedule of Purchasers, at a purchase price of $1.20 per share.
