Sale and Issuance of Series A Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form of Exhibit B attached to this Agreement (the “Restated Certificate”).
Sale and Issuance of Series A Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Delaware on or before the Closing (as defined below) the Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit ------- B (the "Restated Certificate"). - --------------------
Sale and Issuance of Series A Preferred Stock. The closing of the purchase of shares of the Company’s Series A Preferred Stock contemplated hereby (the “Closing”) is contingent upon the substantially concurrent consummation of the Merger. The Closing shall occur on the closing date of, and immediately prior to, or simultaneously with, the consummation of the Merger. Additional Purchaser shall deliver to the Company on or prior to August 3rd 2023, which is two (2) business days prior to the scheduled closing date of the Merger as of the date hereof of August 7th, 2023 (the “Scheduled Closing Date”), to be held in escrow until the Closing, the purchase price set forth on Exhibit A hereto (the “Purchase Price”) for the shares of the Company’s Series A Preferred Stock set forth on Exhibit A hereto (“Shares”) by wire transfer of United States dollars in immediately available funds to the account specified by the Company. In the event the Closing does not occur within five (5) business days of the Scheduled Closing Date, the Company shall promptly (but not later than two (2) business days thereafter) return the Purchase Price to the Additional Purchaser. In the event that the Closing fails to occur on the Scheduled Closing Date, Additional Purchaser hereby agrees to upon written notice from (or on behalf of) the Company to the Additional Purchaser (the “New Closing Date Notice”) that the Company reasonably expects all conditions to the Transaction Closing to be satisfied on a scheduled closing date specified in the New Closing Date Notice (the “New Scheduled Closing Date”), Additional Purchaser shall deliver to the Company, at least two (2) business days prior to the New Scheduled Closing Date to be held in escrow until the Closing, the Purchase Price for the Shares by wire transfer of United States dollars in immediately available funds to the account specified by the Company in the New Closing Date Notice, which at the Closing will be released to the Company against delivery by the Company promptly after the Closing. For the avoidance of doubt, the failure of the Closing to occur on the Scheduled Closing Date or New Scheduled Closing Date, as applicable, shall not terminate this Joinder or otherwise relieve any party of any of its obligations hereunder, including Additional Purchaser’s obligation to purchase the Shares following the Company’s delivery of a New Closing Date Notice.
Sale and Issuance of Series A Preferred Stock. Subject to the terms of this Agreement, the Purchaser hereby purchases and the Company hereby sells and issues to the Purchaser 80,000 shares of the Series A Preferred Stock, par value $1,000.00 per share (the “Preferred Stock”), of the Company at a purchase price per share of $1,000.00 (the “Price Per Share”). The shares of Preferred Stock issued to the Purchaser pursuant to this Agreement shall be referred to in this Agreement as the “Shares”.
Sale and Issuance of Series A Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of the State of Texas on or before the Closing (as defined below) the Amended and Restated Articles of Incorporation in the form of Exhibit A attached to this Agreement (the “Restated Articles”) and the Certificate of Designation in the form of Exhibit B attached to this Agreement (the “Series A Certificate of Designation”).
Sale and Issuance of Series A Preferred Stock. (a) The Company shall adopt and file with the Secretary of State of Minnesota on or before the Closing (as defined below) the Certificate of Designation in the form attached hereto as Exhibit A (the "Certificate of Designation").
Sale and Issuance of Series A Preferred Stock. (a) The Company has adopted and has filed with the Secretary of State of the State of Delaware the Certificate of Designation, and the Certificate of Designation is in full force and effect.
Sale and Issuance of Series A Preferred Stock. (a) The Board of Directors of the Company shall adopt and file with the Secretary of State of the State of California on or before the Closing (as defined below) the Certificate of Determination of Rights, Preferences and Privileges (the "Certificate of Determination") in substantially the form attached hereto as Exhibit A designating 3,000,000 shares of Preferred Stock as Series A Preferred Stock.
Sale and Issuance of Series A Preferred Stock. Subject to the terms and conditions of this Agreement, VB agrees to purchase at the Closing and the Corporation agrees to sell and issue to VB at the Closing the number of shares of Series A Preferred Stock set forth opposite each VB party’s name on Exhibit A attached hereto, for an aggregate purchase price of $2,200,000.00.
Sale and Issuance of Series A Preferred Stock. On and subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase, and the Company agrees to sell and issue to the Purchaser, the Shares at an aggregate purchase price of up to $8,000,000 (the “Purchase Price”), payable in accordance with Section 1.3 and subject to adjustment in accordance with the terms hereof.
