Purchase and Sale of Series C Preferred Stock Sample Clauses

The 'Purchase and Sale of Series C Preferred Stock' clause defines the terms under which investors agree to buy, and the company agrees to issue and sell, Series C Preferred Stock. It typically specifies the number of shares, the purchase price per share, and the timing and method of the transaction. This clause ensures that both parties are clear on the essential details of the stock issuance, facilitating a smooth investment process and reducing the risk of misunderstandings regarding the purchase.
Purchase and Sale of Series C Preferred Stock. 1.1 Sale and Issuance of Series C Preferred. The Company shall sell to WRC and WRC shall purchase from the Company, the number of shares of Series C Preferred set forth on Exhibit A in exchange for the payments set forth on Exhibit A and the rights granted to the Company pursuant to the License Agreement (the "License Agreement") attached hereto as Exhibit H, on the terms and subject to the conditions set forth in this Agreement. The shares of Series C Preferred sold to WRC are referred to as the "Shares."
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Purchase and Sale of Series C Preferred Stock. (a) The Company has adopted and filed with the Secretary of State of the State of Delaware prior to the date hereof, the Certificate of Designations to create the Series C Preferred Stock. (b) Subject to the terms and conditions of this Agreement, each of the Investors hereby purchases from the Company, and the Company hereby sells and issues to each of the Investors, that number of Shares as is set forth opposite such Investor’s name on Schedule I at a purchase price of $1,000 per Share, with the aggregate purchase price to be paid by each Investor being as stated on Schedule I opposite such Investor’s name, which purchase price is being paid by the Investor’s cancellation of indebtedness evidenced by a promissory note issued by the Company to the Investor, dated December 8, 2023, in the principal amount set forth opposite such Investor’s name on Schedule I (each, a “Note” and collectively, the “Notes”). To facilitate the issuance of shares in accordance with the provisions of this Agreement, the Company may round the number of Shares allocated to any Investor up to the nearest whole number. The Company’s agreements with each of the Investors are separate agreements, and the sale of the Shares to each of the Investors are separate sales.
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Purchase and Sale of Series C Preferred Stock. Subject to the terms --------------------------------------------- and conditions set forth herein, the Company agrees to issue and sell to Purchaser, and Purchaser agrees that it will purchase from the Company at the Purchase Price, on the Closing Date, the Purchased Shares.
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Purchase and Sale of Series C Preferred Stock. 1.1 AUTHORIZATION OF SERIES C PREFERRED STOCK. The Company has, or before the Initial Closing (as hereinafter defined) will have, authorized the issuance and sale of up to Five Million Eight Hundred Eighty-Two Thousand Three Hundred Fifty-Three (5,882,353) shares (the "Shares") of its Series C Preferred Stock, having the rights, restrictions, privileges and preferences as set forth in the Certificate of Designation attached to this Agreement as EXHIBIT B, as amended pursuant to a Certificate of Amendment to Restated Certificate of Incorporation in substantially the form of EXHIBIT F attached hereto.
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Purchase and Sale of Series C Preferred Stock. Subject to the terms and conditions hereof, and in reliance upon the representations, warranties and agreements contained herein, at the closing of the transactions contemplated by this Agreement (the "Closing"), the Company shall issue and sell to each Purchaser, and each Purchaser shall purchase from the Company, the number of shares of Series C Preferred Stock set forth next to such Purchaser's name on Exhibit B hereto (the shares to be purchased by each Purchaser hereunder being hereinafter referred to as the "Shares") for the purchase price set forth next to such Purchaser's name on Exhibit B hereto (the purchase price to be paid by each Purchaser hereunder for the Shares being hereinafter referred to as the "Purchase Price"). At the Closing, the Company shall deliver to each Purchaser, against receipt of the Purchase Price, a certificate representing the Shares, which certificate each Purchaser agrees shall bear a legend in substantially the form specified below, it being agreed that the Company shall promptly remove such legend upon the satisfaction of the requirements set forth in clause (1) or (2) of such legend, to the extent appropriate: "The securities represented by this certificate have been acquired for investment only and have not been registered under the Georgia Securities Act of 1973, as amended (the "Georgia Act"), in reliance on the exemption contained in Section 9(13) of the Georgia Act, have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and have not been registered under any other applicable securities laws. Accordingly, the securities are "restricted securities" within the meaning of said laws. The securities may not be offered, sold, exchanged, pledged, hypothecated or otherwise disposed of in the absence of (1) a registration statement being then in effect under the Securities Act, the Georgia Act and/or any other applicable securities laws; or (2) an opinion of counsel to the shareholder (including any in-house counsel of the shareholder), which counsel must be, and the form and substance of which opinion are, reasonably satisfactory to the issuer, that the transaction is exempt from registration under said laws or is in compliance with said laws. The securities shall not be transferred upon the issuer's books and records except upon compliance with the foregoing. The issuer will furnish without charge to each shareholder who so requests the powers, designations, preferences and relative...
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Purchase and Sale of Series C Preferred Stock 
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Related to Purchase and Sale of Series C Preferred Stock

  • Purchase and Sale of Preferred Stock As a condition of Closing, ▇▇▇▇▇ ▇▇▇▇▇▇▇ 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.

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

  • Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.

  • Series A Preferred Stock The Series A Preferred Stock shall have the following rights, preferences and limitations: i. The Series A Preferred Stock shall have a liquidation preference of $100 per share or an aggregate liquidation preference of $6.4 million. The liquidation preference shall be senior to all other securities of the Company including the Series B, C and D Preferred Stock described below and the Common Stock. ii. The Series A Preferred Stock shall not have specified dividends but shall be entitled to participate on an as-converted basis in any dividends paid on the Common Stock of the Company or the Series B, C or D Preferred Stock. iii. The Series A Preferred Stock shall not be subject to mandatory redemption at the election of the Investors but shall be subject to redemption at a redemption price of $100 per share by the Company at any time on or after ten (10) years after the original date of issuance. iv. The Series A Preferred Stock shall be convertible into shares of Common Stock at a conversion price of $1.00 per share. Each share of Series A Preferred Stock shall be initially convertible into 100 shares of Common Stock based on the $100 liquidation preferential amount thereof. The conversion price and number of shares will be subject to customary anti-dilution adjustments for stock splits, share dividends, recapitalizations, stock issuances, etc., with the anti-dilution adjustment for the issuance of shares at less than the conversion price being determined on the "weighted average method." v. Subject to the provisions of Section 3A hereof, the Series A Preferred Stock, voting as a single class, shall be entitled to elect a majority (4) of the Board of Directors. On all other matters, the holders of the Series A Preferred Stock shall vote together with the holders of the Common Stock and the Series B, C and D Preferred Stock and shall be entitled to cast one vote for each share of Common Stock into which the Series A Preferred Stock is convertible. vi. The approval of the Series A Preferred Stock, voting as a separate class, shall be required for the issuance of any securities having liquidation or other rights senior or superior or equal in any respect to the rights of the Series A Preferred Stock.

  • Purchase and Sale of Shares Subject to the terms and conditions herein set forth, (i) the Company agrees to sell to the Underwriters that number of Firm Shares set forth opposite the name of the Company in Schedule II annexed hereto, and (ii) each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the number of Firm Shares set forth opposite the name of each Underwriter on Schedule I annexed hereto. The Selling Shareholder hereby grants to the Underwriters the right to purchase at their election in whole or in part up to 180,000 Optional Shares at the purchase price per share set forth in clause (i) in the paragraph above for the sole purpose of covering over-allotments in the sale of Firm Shares. If the option granted hereby is exercised in whole or in part, then the respective number of Optional Shares to be purchased by each of the Underwriters shall be determined by multiplying the total number of Optional Shares as to which such election shall have been exercised by the Underwriters by a fraction, the numerator of which is the maximum number of Optional Shares such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all Underwriters are entitled to purchase hereunder (with the resulting number to be adjusted by the Underwriters so as to eliminate fractional shares). Any such election to purchase Optional Shares may be exercised by written notice from the Underwriters to the Selling Shareholder, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Underwriters but in no event earlier than the First Time of Delivery or, unless the Underwriters and the Company otherwise agree, to furnish or cause to be furnished to the Underwriters the certificates, letters and opinions, and to satisfy all conditions, set forth in Section 6 hereof at the Subsequent Time of Delivery. After the Registration Statement becomes effective, the several Underwriters intend to offer the Shares to the public as set forth in the Prospectus.