Authorization of the Shares and Warrants. The Company has authorized, or before the Closing, as defined in paragraph 2.1 hereof, will have authorized, the issuance and sale of: (a) up to 5,000,000 shares of its Series E Preferred Stock (the "Shares") and (b) warrants (the "Warrants") to purchase up to 2,500,000 shares of the Company's Series E Preferred Stock with an exercise price of $2.00 per share (the "Warrant Shares"), at a purchase price of $2.00 per Share and Warrant Share (a "Unit"). As used herein, a Unit is comprised of one share of Series E Preferred Stock and one Warrant, in substantially the form set forth in EXHIBIT B hereto, to purchase one-half of a share of Series E Preferred Stock.
Authorization of the Shares and Warrants. Subject to the approval of the shareholders of the Company becoming effective in accordance with Section 1.4, the Company has authorized the issuance and sale pursuant to this Agreement of up to Sixty Four Thousand Five Hundred (64,500) shares (the "Shares") of its Series B Convertible Preferred Stock, no par value per share (the "Series B Preferred"), having the preferences and rights set forth in the Company's proposed Second Amended and Restated Articles of Incorporation (the "Amended and Restated Articles"), the form of which are attached hereto as Exhibit A, together with warrants to purchase up to One Million Eight Hundred Sixteen Thousand Nine Hundred One (1,816,901) shares of no par value Common Stock of the Company (as hereinafter defined, the "Common Stock") at a purchase price (subject to adjustment as provided in the Warrant Agreement) of Three Dollars and Fifty-Five Cents ($3.55) per share until the second anniversary of the date of issuance thereof and Five Dollars ($5.00) per share on and after such date (the "Warrants") in accordance with the form of Common Stock Warrant attached hereto as Exhibit O (the "Warrant Agreement"). The Shares and the Warrants being sold hereunder are being sold in units consisting of (a) one Share of Series B Preferred and (b) a Warrant to purchase 28.169 shares of Common Stock (together, and subject to adjustment as provided herein or in the Warrant Agreement, a "Unit"). The number of Units that will be sold at the Closing as contemplated by Section 1.2 hereof will be Thirty-Five Thousand Two Hundred Forty-Four (35,244) Units (the "Purchased Units") and the remaining Twenty-Nine Thousand Two Hundred Fifty-Six (29,256) Units (the "Option Units") may be sold in the manner described in Section 1.3 hereof.
Authorization of the Shares and Warrants. The Shares and Warrants have been duly authorized and, when issued in accordance with this Agreement, the Shares will be duly and validly issued, fully paid and non-assessable Class B ordinary shares of the Company and will be free and clear of all Liens and claims, other than restrictions on transfer imposed by the Securities Act and applicable state securities laws.
Authorization of the Shares and Warrants. As of the date of the applicable Closing, the issuance and delivery of the Shares have been duly authorized by all requisite corporate action of the Company. As of the date of the applicable Closing, the execution, issuance and delivery of the Warrants have been duly authorized by all requisite corporate action of the Company and, when so executed, issued and delivered, the Warrants will be duly executed, issued and delivered, will constitute valid and legal obligations of the Company, free and clear of all liens, encumbrances and claims whatsoever, and will be enforceable as to the Company in accordance with their terms. The Shares and Warrants are not and will not be subject to preemptive or any other similar rights of the shareholders of the Company or others, in each case which rights shall not have been waived or exercised prior to the applicable Closing.
Authorization of the Shares and Warrants. The Company has, or before the Closing (as defined in Section 2.1 hereof) will have, authorized the issuance and sale of (i) up to sixty-four thousand (64,000) shares (the "Shares") of Series A Preferred Stock, par value $.001 per share (the "Series A Preferred"), having the rights, restrictions, privileges and preferences as set forth in the Restated Certificate of Designation of Rights, Preferences & Privileges of Series A Preferred Stock of the Company (the "Certificate"), the form of which is attached to this Agreement as Exhibit A, and (ii) Common Stock Subscription Warrants (each a "Warrant" and, collectively the "Warrants"), substantially in the form of Exhibit B hereto, to purchase up to an aggregate of eight hundred thousand (800,000) shares of Common Stock, par value $.001 per share, subject to adjustment as provided herein and in the Warrants.
Authorization of the Shares and Warrants. The Company has, or ---------------------------------------- before the Closing (as hereinafter defined) will have, authorized the issue and sale of 263,158 shares (the "Shares") of its Series A Convertible Preferred Stock, par value $.01 per share (the "Series A Preferred"), 65,790 shares of its Series B Convertible Preferred Stock, par value $.01 per share (the "Series B Preferred"), and 65,790 shares of its Series C Convertible Preferred Stock, par value $.01 per share (the "Series C Preferred" and together with the Series A Preferred and the Series B Preferred, the "Preferred"), having the powers, preferences and rights set forth in the Company's Certificate of Vote of Directors Establishing a Class or Series of Stock (the "Certificate"), a copy of which is attached hereto as Exhibit A, and the issue and sale of warrants for the purchase of up to 65,790 shares of Series B Preferred (the "Series B Warrants") in substantially the form attached as Exhibit B hereto and up to 65,790 shares of Series C Preferred (the "Series C Warrants" and together with the Series B Warrants, the "Warrants") in substantially the form attached as Exhibit C hereto.
