SERIES C PREFERRED STOCK PURCHASE AGREEMENT Sample Clauses

SERIES C PREFERRED STOCK PURCHASE AGREEMENT. The representations and warranties of the Company contained in the Series C Preferred Stock Purchase Agreement are true and correct in all material respects;
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SERIES C PREFERRED STOCK PURCHASE AGREEMENT. At the Closing, GateField and Actel shall enter into the Series C Preferred Stock Purchase Agreement attached hereto as EXHIBIT C and made a part hereof (the "Stock Purchase Agreement").
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SERIES C PREFERRED STOCK PURCHASE AGREEMENT. By no later than two business days after the date hereof, the Company shall deliver an instrument to each Series C Preferred Stock Purchaser, which instrument shall: (a) advise each Series C Preferred Stock Purchaser of the execution of this Agreement; (b) request that each Series C Preferred Stock Purchaser either exercise or waive its respective Put Right (as defined in the Series C Preferred Stock Purchase Agreement) under Section 1.4 of the Series C Preferred Stock Purchase Agreement in accordance with the terms of the Series C Preferred Stock Purchase Agreement; (c) waive, on behalf of the Company, the twenty calendar day notice period provided for in Section 1.4 of the Series C Preferred Stock Purchase Agreement with respect to the timing for the delivery of the Put Exercise Notice (as defined in the Series C Preferred Stock Purchase Agreement); and (d) permit each Purchaser to make the exercise of its respective Put Right (as defined in the Series C Preferred Stock Purchase Agreement) under Section 1.4 of the Series C Preferred Stock Purchase Agreement (i) conditional upon the satisfaction or waiver of each of the conditions set forth in Section 7 of this Agreement and (ii) effective immediately prior to the Effective Time.
Sample 1
SERIES C PREFERRED STOCK PURCHASE AGREEMENT. The Company and Dade Behring hereby acknowledge and agree that Sections 7 and 8 of the Series C Preferred Stock Purchase Agreement dated October 5, 2000 (as amended, restated, modified or otherwise supplemented, the “Series C Purchase Agreement”) have been terminated and are no longer of any force or effect. The Company and Dade Behring hereby agree that if at any time after the Closing Date, any further action is necessary or desirable to terminate the provisions of Sections 7 and 8 of the Series C Purchase Agreement, the officers and directors of the Company are fully authorized in the name of the Company or otherwise to take, and will take, all such lawful and necessary action.
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SERIES C PREFERRED STOCK PURCHASE AGREEMENT. This Series C Preferred Stock Purchase Agreement (the “Agreement”) is made as of the 10th day of April, 2014 by and between GAWK INCORPORATED, a Nevada corporation (the “Company”), and Xxxxx Xxxxxxx, an individual residing at 0000 X. Xxxxxxxxxx Xxxx, Xxxxxxxx Xxxxxx, XX 00000 (the “Purchaser”). The parties hereby agree as follows:
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SERIES C PREFERRED STOCK PURCHASE AGREEMENT. The Company covenants and agrees that on October 31, 2007, in accordance with the terms of the Series C Preferred Stock Purchase Agreement, it shall issue to Merger Sub the Series C Preferred Stock, upon the payment by Merger Sub to the Company of the Series C Purchase Price.
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Related to SERIES C PREFERRED STOCK PURCHASE AGREEMENT

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

  • Purchase of Preferred Shares Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, the number of Preferred Shares set forth below such Purchaser’s name on the signature page of this Agreement at a per Preferred Share price equal to the Purchase Price.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series A Preferred Stock. ---------------------------------------------

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Stock Warrants Subject to Board approval, Executive shall be granted stock warrants (the "Two Million Warrants") to purchase an aggregate of Two Million (2,000,000) shares of common stock of the Company. The Two Million Warrants are deemed to be of record as of January 1, 2007. The Two Million Warrants shall be granted in accordance with, and subject to the following:

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

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