Issuance, Sale and Delivery of the Securities. The Shares and Warrant Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement or the Warrants, as the case may be, will be duly authorized, validly issued, fully paid and nonassessable. Other than the Preemptive Rights (which the Company represents and warrants have been fully satisfied and no person entitled to such Preemptive Rights has elected to exercise such Preemptive Rights), no preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Shares and Warrant Shares by the Company pursuant to this Agreement or the Warrants, as the case may be. The total number of Securities to be purchased by the Purchaser hereunder is not subject to any reduction, by reason of the Preemptive Rights or otherwise. Other than the Prior Investors or as described in the Disclosure Schedules, no stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by the Company pursuant to the Registration Rights Agreement (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act (a “Registration Obligation”) in the Registration Statement. Other than the penalty owing to the Prior Investors which does not exceed $181,360 as of December 23, 2005, the Company does not owe any fees or penalties with respect to any Registration Obligations. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.
Issuance, Sale and Delivery of the Securities. The Securities being purchased hereunder have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Purchase Agreement, and with respect to the Underlying Shares, upon payment of the exercise price pursuant to the terms of the Pre-Funded Warrants, will be validly issued, fully paid and nonassessable and free and clear of all liens, encumbrances and rights of refusal of any kind and the Purchasers shall be entitled to all rights accorded to a holder of Common Stock. The Underlying Shares have been duly and validly reserved from the Company’s authorized capital stock. Except as disclosed in the SEC Documents and for the rights described in this Purchase Agreement, no stockholder of the Company has any right to require the Company to register the sale of any capital stock owned by such stockholder under the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.
Issuance, Sale and Delivery of the Securities. The Company agrees to issue, sell and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, at the closing (the "Closing"), the (i) Note and (ii) the Warrant.
Issuance, Sale and Delivery of the Securities. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, the Company shall issue, sell and deliver the Securities to the Purchaser, and the Purchaser shall purchase from the Company the Securities, for a purchase price of $50,000,000. The Purchaser shall pay the purchase price to the Company by wire transfer of immediately available funds to an account designated by the Company.
Issuance, Sale and Delivery of the Securities. The issuance of the Securities has been duly authorized and, when issued, delivered and paid for in the manner set forth in the Agreements, the Securities will be duly authorized, validly issued, fully paid and nonassessable, and will conform to the description thereof set forth in the Form S-1. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Securities by the Company pursuant to the Agreements. No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company’s intent to file the registration statement to be filed by the Company pursuant to Section 7.1 hereof (the “Registration Statement”)) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act in the Registration Statement. No further approval or authorization of the stockholders or the Board of Directors of the Company or others will be required for the issuance and sale of the Securities to be sold by the Company .
Issuance, Sale and Delivery of the Securities. The Securities and the Warrant Shares have been duly authorized and, when issued, delivered and paid for in the manner set forth in this Agreement, will be duly authorized, validly issued, fully paid and nonassessable and free and clear of all pledges, liens, restrictions and encumbrances (other than restrictions on transfer under state and/or federal securities laws), and will conform in all material respects to the description thereof set forth in the Private Placement Memorandum as of the dates set forth therein. No preemptive rights or other rights to subscribe for or purchase exist with respect to the issuance and sale of the Securities or the Warrant Shares by the Company pursuant to this Agreement. No stockholder of the Company has any right (which has not been waived or has not expired by reason of lapse of time following notification of the Company's intent to file the registration statement to be filed by it pursuant to Section 7.1 (the "Registration Statement")) to require the Company to register the sale of any shares owned by such stockholder under the Securities Act of 1933, as amended (the "Securities Act") in the Registration Statement. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities or the Warrant Shares to be sold by the Company as contemplated herein. The Company has reserved from its duly authorized capital stock the maximum number of shares of Common Stock issuable pursuant to the Warrants.
Issuance, Sale and Delivery of the Securities. The Shares, the Warrants and Warrant Shares have been duly authorized and, when issued, delivered and paid for in accordance with the terms hereof, the Warrants, the Shares and the Warrant Shares, respectively, will be duly authorized, validly issued, fully paid and nonassessable. No further approval or authorization of the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein.
Issuance, Sale and Delivery of the Securities. The Shares, the Warrants and the Warrant Shares, when issued and paid for pursuant to the terms of this Agreement or the exercise provisions of the Warrants, as the case may be, will be duly and validly authorized, issued and outstanding, fully paid, nonassessable and free and clear of all pledges, liens, encumbrances and restrictions (other than restrictions arising under federal or state securities or "blue sky" laws). The issuance of the Shares, the Warrants and the Warrant Shares by the Company pursuant to this Agreement (hereinafter such securities are sometimes collectively referred to as the "Securities") are not subject to any preemptive or other similar rights. No further approval or authority of the stockholders or the Board of Directors of the Company will be required for the issuance and sale of the Securities to be sold by the Company as contemplated herein. Assuming the accuracy of the representations and warranties of Purchaser contained in Article V, the issuance of the Shares, the Warrants and the Warrant Shares as contemplated by this Agreement is exempt from the registration provisions of the Securities Act.
Issuance, Sale and Delivery of the Securities. The Company hereby agrees to issue, sell and deliver to: (a) Northstar High Yield Fund, and Northstar High Yield Fund hereby agrees to purchase from the Company, at the closing (the "Closing") for the purchase price of $4,000,000, a Note in the original principal amount of $4,000,000 and a Warrant to purchase 49,066 Warrant Shares and (b) Northstar High Total Return Fund II, and Northstar High Total Return Fund II hereby agrees to purchase from the Company, at the Closing for the purchase price of $4,000,000, a Note in the original principal amount of $4,000,000 and a Warrant to purchase 49,066 Warrant Shares.
Issuance, Sale and Delivery of the Securities. The Company hereby agrees, subject to the prior satisfaction or waiver in writing by the Company of the conditions specified in Section 7.02, to issue and sell to the Purchaser, and the Purchaser hereby agrees, subject to the prior satisfaction or waiver in writing by the Purchaser of the conditions specified in Section 7.01, to purchase from the Company, 1,136,533 shares of Common Stock (the "Securities") for an aggregate purchase price equal to $19,000,000 (the "Purchase Price").
