Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series D Preferred Stock. ---------------------------------------------
Purchase and Sale of Preferred Stock. In consideration of this Agreement, the Company hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the Shares in accordance with the following terms:
Purchase and Sale of Preferred Stock. 6 2.1 Purchase and Sale of Preferred Stock...................................................6 2.2
Purchase and Sale of Preferred Stock. Section 1.1
Purchase and Sale of Preferred Stock. 1.1 Sale and Issuance of Series B Preferred Stock.
Purchase and Sale of Preferred Stock. Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, agrees to purchase from the Company, on the Closing Date the aggregate number of shares of Preferred Stock determined by dividing the aggregate purchase price set forth opposite such Purchaser's name on Schedule 2.1 hereto by the Price Per Share and rounding down to the nearest whole share (all of the shares of Preferred Stock being purchased pursuant hereto being referred to herein as the "Purchased Shares").
Purchase and Sale of Preferred Stock. Upon the following terms and conditions, the Company shall issue and sell to the Investor shares of the Company's 6% Convertible Preferred Stock (the "Shares") having the rights, designations and preferences set forth in Schedule I hereto, and the Investor shall purchase from the Company the number of Shares designated on the signature page hereof.
Purchase and Sale of Preferred Stock. (a) Upon the following terms and conditions, the Company shall issue and sell to the Purchasers, and the Purchasers shall purchase from the Company, shares of Series A Preferred Stock (each a “Preferred Share” and collectively the “Preferred Shares”) at a price per share of $10,000.00 (the “Per Share Purchase Price”) for an aggregate purchase price of up to Ten Million Dollars ($10,000,000) (the “Purchase Price”). Each Purchaser shall pay the portion of the Purchase Price set forth opposite its name on Exhibit A, as the same may be amended or supplemented from time to time. The designation, rights, preferences and other terms and provisions of the Series A Preferred Stock are set forth in the Certificate of Designation of the Relative Rights and Preferences of the Series A Preferred Stock attached hereto as Exhibit B (the “Certificate of Designation”). The Company and the Purchasers are executing and delivering this Agreement in accordance with and in reliance upon the exemption from securities registration afforded by Section 4(2) of the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), including Regulation D (“Regulation D”), and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to any or all of the investments to be made hereunder.
Purchase and Sale of Preferred Stock. Subject to the terms and ------------------------------------ conditions herein set forth, the Company agrees to issue and sell to each of the Purchasers, and each of the Purchasers agrees that it will purchase from the Company, at the Closing, the aggregate number of shares of Preferred Stock set forth opposite such Purchaser's name on Schedule 2.1 hereto, for the aggregate ------------ purchase price set forth opposite such Purchaser's name on Schedule 2.1 hereto ------------ (all of the shares of Preferred Stock being purchased hereunder by the Purchasers being referred to herein as the "Purchased Shares").
Purchase and Sale of Preferred Stock. As a condition of Closing, Xxxxx Xxxxxxx shall deliver and be in compliance with the terms and conditions of the subscription agreement in the form attached hereto as EXHIBIT B (the “Preferred Stock Subscription Agreement”), the Secured Promissory Note in the form as attached hereto as EXHIBIT C (the Secured Promissory Note”), the Security Agreement in the form as attached hereto as EXHIBIT D (the “Security Agreement”), and the Escrow Agreement in the form as attached hereto as EXHIBIT E (the “Escrow Agreement”), each for the purchase and sale of 700,000 shares Series A Preferred Stock of URM and 500,000 shares of Series B Preferred Stock of URM (collectively the “URM Preferred Shares”) for and in consideration of $125,000, of which $25,000 has been received by URM as a non-refundable deposit, as set forth in the Subscription Agreement, which amount shall be allocated and distributed in full at Closing for the satisfaction of any outstanding pre-Closing debts or liabilities of URM and the retirement of the URM Cancelled Shares as determined by the current Board of Directors of URM. In addition, at Closing interests in the Security Agreement shall be assigned pro rata to the holders of the Secured Promissory Note. The certificates of designation setting forth the respective powers, preferences, limitations, restrictions and relative rights of the Series A Preferred Stock and the Series B Preferred Stock are attached hereto as EXHIBITS F and G, respectively, (the “URM Certificates of Designation”) and shall be duly filed with the State of Delaware on or prior to the Closing Date.
