Subsequent Sale of Series C Preferred Stock Sample Clauses

Subsequent Sale of Series C Preferred Stock. The Corporation may sell up to an additional one million one hundred eleven thousand one hundred eleven (1,111,111) shares of Series C Stock to such Persons as the Corporation may determine at any time after the Initial Closing and on, or before, December 31, 2000, at no less than $22.50 per share and otherwise upon terms and conditions no more favorable than those contained herein. Any such sale which is upon the same terms and conditions as those contained herein shall entitle such persons or entities to become parties to this Agreement and the Registration Rights Agreement, each dated as of even date herewith, by and among the Corporation and the Purchasers, and shall have the rights and obligations of a Purchaser hereunder and thereunder. The Initial Closing and each subsequent closing shall be referred to herein as a "Closing."
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Subsequent Sale of Series C Preferred Stock. The Company ------------------------------------------- may sell up to the balance of the authorized number of shares of Series C Preferred Stock not sold at the Closing to such purchasers as it shall select at a price not less than $9.15 per share, provided the agreement for sale is executed not later than July 31, 1999 and such purchasers are acceptable to Technology Crossover Management III, L.L.C. (provided that any pro rata investments by existing holders of the Company's Preferred Stock shall not require any such approval). Any such purchaser shall become a party to this Agreement, that certain Amended and Restated Investors' Rights Agreement of even date herewith, by and among the Company, the Investors and the Founders (as defined therein), the form of which is attached hereto as Exhibit B (the --------- "Investors' Rights Agreement"), and that certain Amended and Restated First Refusal and Co-Sale Agreement of even date herewith, by and among the Company, the Investors and the Founders (as defined therein), the form of which is attached hereto as Exhibit C (the "Co-Sale Agreement") and shall have the rights --------- and obligations hereunder and thereunder, unless such purchaser enters into an acquisition agreement that provides otherwise.
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Subsequent Sale of Series C Preferred Stock. The Company may ------------------------------------------- sell up to the balance of the authorized number of shares of Series C Preferred Stock not sold at the Initial Closing to such purchasers as it shall select, at a price not less than $8.755 per share, provided the agreement for sale is executed not later than July 1, 1999. Any such purchaser shall become a party to this Agreement, and that certain Amended and Restated Investors' Rights Agreement of even date herewith by and among the Company and the Investors, the form of which is attached as Exhibit B (the "Investors' Rights Agreement"), and --------- shall have the rights and obligations hereunder and thereunder, unless such purchaser enters into an acquisition agreement that provides otherwise.
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Subsequent Sale of Series C Preferred Stock. The Company may ------------------------------------------- sell up to an additional 2,022,727 shares of Series C Preferred Stock at a price of not less than $22.00 per share (and otherwise on substantially identical terms) prior to June 22, 2000 to one or more additional purchasers selected by the Company. Any such additional purchaser shall execute a purchase agreement in substantially the form of this Agreement and shall become a party to the Third Amended and Restated Investors' Rights Agreement in the form attached hereto as Exhibit B (the "Investors' Rights Agreement") and the Third Amended and Restated --------- Stockholders' Agreement in the form attached hereto as Exhibit C (the --------- "Stockholders' Agreement"). Notwithstanding the foregoing, and subject to the following sentences, in the event that the Company issues additional shares of Series C Preferred Stock at a price per share less than $22.00 per share (the "Lower Price") prior to June 22, 2000, the Company shall concurrently issue to each Investor (the "Additional Series C Shares"), for no additional consideration, that number of additional shares of Series C Preferred Stock that such Investor would have received had it purchased shares pursuant to this Agreement at the Lower Price. Any Additional Series C Shares issued pursuant to this Section 1.3 shall be treated as if they were issued at the Closing, and the Company and the Investors shall use their best efforts to amend the Company's Restated Certificate to (a) reduce the "Original Series C Issue Price" and the "Series C Conversion Price" (as such terms are defined therein) to equal such Lower Price and (b) if necessary, authorize the issuance of additional Series C Preferred Stock in order to issue the Investors the Additional Series C Shares. The Investors acknowledge that any issuance of Additional Series C Shares pursuant to this Section 1.3 is intended to make the Investors whole for the issuance of shares of Series C Preferred Stock by the Company prior to June 22, 2000, and shall be in lieu of any anti-dilution protection otherwise applicable under the Company's Restated Certificate.
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Subsequent Sale of Series C Preferred Stock. To the extent that less than 825,000 shares of Series C Preferred Stock are sold at the Closing, the Company may sell any remaining shares of Series C Preferred Stock at a price not less than $5.38126 per share to such other purchaser(s) as the Company's Board of Directors shall select, provided such sale is completed on or before June 30, 1996 (the "Second Closing"). Any such purchaser shall execute a counterpart signature page to this Agreement, Amendment Number Two to the Investors' Rights Agreement, and the Stock Restriction Agreement; and any additional sales of Series C Preferred Stock to Investors shall be deemed to be made hereunder. The sale of any additional shares of Series C Preferred Stock under this Section 1.3 occurring on or before June 30, 1996 shall not be subject to the Investor's right of first offer contained in Section 2.4 of the Investors' Rights Agreement dated February 1, 1995, as amended, or the Amendment Number Two to the Investors' Rights Agreement to be executed contemporaneously with this Agreement (collectively, the "Investors' Rights Agreement"); otherwise, such shares shall be subject to the Investors' right of first offer under the Investors' Rights Agreement.
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Subsequent Sale of Series C Preferred Stock. To the extent that less than 775,058 shares of Series C Preferred Stock are sold at the Closing, the Company may sell any remaining shares of Series C Preferred Stock at a price not less than $5.38126 per share to such other purchaser(s) as the Company's Board of Directors shall select. Any purchaser in a subsequent closing occurring within sixty days following the Closing shall execute a counterpart signature page to this Agreement and Amendment Number Two to the Investors' Rights Agreement, the Stock Restriction Agreement and any additional sales of Series C
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Subsequent Sale of Series C Preferred Stock. The ------------------------------------------- Company may sell up to an additional 1,609,800 shares of Series C Preferred Stock at a price of not less than $20.50 per share (and otherwise on substantially identical terms) on or prior to August 15, 2000 to one or more additional purchasers who are "qualified institutional buyers" as defined under Rule 144A of the Act (as hereinafter defined), selected by the Company and approved by the Company's director designated by the holders of the Series C Preferred Stock as set forth in the Restated Certificate, such approval not to be unreasonably withheld. Any such additional purchaser shall execute a purchase agreement in substantially the form of this Agreement and shall become a party to the Investors' Rights Agreement (as hereinafter defined) and the Stockholders' Agreement (as hereinafter defined).
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Subsequent Sale of Series C Preferred Stock. At any time on or before the sixtieth (60th) day following the Initial Closing, the Company may sell up to the balance of the authorized number of shares of Series C Preferred Stock not sold at the Initial Closing. All such sales shall be made on the terms and conditions set forth in this Agreement, at closings to take place at such times and places as the Company and the purchasers may mutually agree (the "Subsequent Closings"), and any such purchaser shall execute and become a party to this Agreement and that certain Amended and Restated Investors' Rights Agreement dated May 15, 1998, by and among the Company and the Investors, the form of which is attached hereto as Exhibit B (the "Investors' Rights Agreement") and shall have the rights and obligations hereunder and thereunder (the Initial Closing and Subsequent Closings are collectively referred to as the "Closing" or the "Closings"). The purchasers at any Subsequent Closing and the number of shares of Series C Preferred Stock to be purchased by each such purchaser at any Subsequent Closing shall be mutually agreed upon by the Company, VantagePoint Venture Partners and Alta Partners. In addition, the Schedule of Investors will be amended to add the names and number of shares of Series C Preferred Stock sold pursuant to this paragraph 1.3 and each purchaser thereof shall be deemed to be an "Investor" for all purposes under this Agreement.
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Related to Subsequent Sale of Series C Preferred Stock

  • 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 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.

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

  • 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.

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

  • 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."

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • 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.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

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