Aggregate Tranche B Shares. If the Tranche B-1 Closing Condition is not achieved, but the Tranche B-2 Closing Condition is achieved, then at the Tranche B-2 Closing (as defined below), the Company irrevocably agrees to issue and sell to the Subscriber, and the Subscriber irrevocably agrees to purchase, a total of 7.440303 shares of Series A Preferred Stock (the “Aggregate Tranche B Preferred Shares”), at a purchase price of $268,806.27 per share, convertible into 22,222,222 shares of Common Stock, for a total purchase price of Two Million Dollars ($2,000,000) (the “Aggregate Tranche B Purchase Price”); provided, however, in the event that prior to the satisfaction of the Tranche B-2 Closing Condition, the certificate of incorporation of the Company has been amended to cause the automatic conversion of the issued and outstanding shares of Series A Preferred Stock into shares of Common Stock, in lieu of the purchase and sale of the Aggregate Tranche B Preferred Shares at the Tranche B-2 Closing, the Company shall issue and sell to the Subscriber, and the Subscriber shall purchase from the Company, a total of 22,222,222 shares of Common Stock (the “Aggregate Tranche B Common Shares”), at a purchase price of $0.09 per share. The Aggregate Tranche B Preferred Shares or Aggregate Tranche B Common Shares issued to the Subscriber at the Tranche B-2 Closing may hereinafter be referred to separately as the “Aggregate Tranche B Shares”.
Appears in 2 contracts
Sources: Stock Subscription and Share Transfer Agreement, Stock Subscription and Share Transfer Agreement (New World Brands Inc)