Issuance of Series A Preferred Stock. At the Conversion Time (as defined below), Parent will issue shares of its Series A Preferred Stock (the “Shares”) to each Noteholder in exchange for the conversion and cancellation of such Noteholder’s Note (the “Conversion”) in accordance with the terms, and subject to the conditions, set forth in this Agreement. The total number of Shares issuable to each Noteholder with respect to each Note of such Noteholder pursuant to this Agreement shall be calculated by dividing (a) the sum of (i) the Principal Amount of such Note (which shall include the aggregate amount of PIK Interest capitalized thereto prior to the date on which the Conversion Time occurs pursuant to the terms of such Note) and (ii) the aggregate amount of accrued and uncapitalized interest on such Note to, but excluding, the date on which the Conversion Time occurs by (b) $0.404 (the “Conversion Price”); provided, however, that if such number of Shares issuable upon the conversion of such Note is not a whole number, then such number of Shares shall be rounded up to the nearest whole number. The Stated Principal Amount of the Notes outstanding as of the date hereof is as set forth on Schedule 1.
Issuance of Series A Preferred Stock. At the Closing, and ------------------------------------ pursuant to the terms and subject to the conditions of this Agreement, the Company agrees to issue and deliver to Lockheed Xxxxxx and Lockheed Xxxxxx agrees to acquire from the Company, 1,000,000 Preferred Shares, in full repayment of $60 million of the Debt then outstanding under the Credit Agreement.
Issuance of Series A Preferred Stock. The Company shall not issue any shares of Series A Preferred Stock other than pursuant to the Series A Agreement or the exercise of the Warrant.
Issuance of Series A Preferred Stock. As a further inducement to and in consideration for the Guarantor's execution and delivery of the Guaranty, the Borrower shall issue to the Guarantor, contemporaneously with the closing of the Revolving Credit Loan, one (1) share of the Borrower's Series A Preferred Stock, which shall be duly authorized, validly issued, fully paid, non-assessable and free and clear of any and all liens, claims, encumbrances and preemptive rights.
Issuance of Series A Preferred Stock. The Series A Preferred Stock shall have been issued in accordance with the Subscription Agreement.
Issuance of Series A Preferred Stock. The issuance of the Series A Preferred Stock is duly authorized and upon issuance in accordance with the terms of the Exchange Documents shall be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances with respect to the issue thereof. The issuance of shares of Common Stock upon exercise of the Series A Preferred Stock are duly authorized and, when issued and paid for in accordance with the Series A Preferred Stock, will be duly and validly issued, fully paid and non-assessable, free from all taxes, liens, charges and other encumbrances imposed by the Company other than restrictions on transfer provided for in such documents.
Issuance of Series A Preferred Stock. On or before the Closing, Acquirer shall take all necessary action to authorize the creation and issuance of not more than 6,000,000 shares of Series A Preferred Stock to be issued to the holders of RE3W's Series E Shares on a one for one basis.
Issuance of Series A Preferred Stock. At or prior to Closing, the following issuances of Series A Preferred Stock shall occur: (i) 163,938.545 shares of Series A Preferred Stock shall be issued to the debt holders as detailed in Schedule 4.04(b); (ii) 105,000 shares of Series A Preferred Stock shall be issued to accredited investors investing no less than $150,000 and no more than $350,000; and (iii) 170,000 shares of Series A Preferred Stock shall be issued for consulting services. These shares of Series A Preferred Stock shall be identical to the shares of Series A Preferred Stock issued to the Members pursuant to the Exchange.
Issuance of Series A Preferred Stock. The Company shall have duly issued and delivered certificates to each of the Investors for the number shares of the Series A Preferred Stock purchased by such Investor as provided in Exhibit 2.1.
Issuance of Series A Preferred Stock. Shares of Series A Preferred Stock that have been issued and reacquired in any manner, including shares purchased or redeemed or exchanged or converted, shall (upon compliance with any applicable provisions of the laws of Delaware) have the status of authorized but unissued shares of preferred stock of the Corporation undesignated as to series and may be designated or re-designated and issued or reissued, as the case may be, as part of any series of preferred stock of the Corporation, provided that any issuance of such shares as Series A Preferred Stock must be in compliance with the terms hereof.
