ASTI » Topics » RECITALS

These excerpts taken from the ASTI 8-K filed Oct 1, 2009.

RECITALS

WHEREAS, on September 29, 2009, ASTI and Norsk Hydro entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”; capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Securities Purchase Agreement), pursuant to which, upon the terms and subject to the conditions thereof, Norsk Hydro will acquire, on the date hereof, 769,230 shares of common stock, par value $0.0001 per share (“Common Shares”), of ASTI (the “ASTI Shares”);

WHEREAS, in connection with the Securities Purchase Agreement, ASTI has agreed to provide Norsk Hydro certain registration rights with respect to its ASTI Shares; and

WHEREAS, certain terms used in this Agreement are defined in Section 1.

RECITALS

WHEREAS, the Company is conducting an underwritten public offering (the “Public Offering”) of its Common Stock, par value $0.0001 per share (the “Company Common Stock”) to raise up to $46 million (including shares of Company Common Stock to cover overallotments) pursuant to an effective shelf registration statement on file with the Securities and Exchange Commission (the “SEC”);

WHEREAS, the Company desires to sell to the Investor, and the Investor desires to purchase from the Company, pursuant to the terms and conditions set forth in this Agreement, such number of shares (the “Shares”) of Company Common Stock as is determined by dividing $5,000,000 (five million dollars) by the price per share of Company Common Stock that shares of Company Common Stock are sold for in the Public Offering, which purchase and sale shall be contingent upon the closing of the Public Offering and shall close, if at all, concurrently with the Public Offering;

WHEREAS, concurrently with execution of this Agreement the Investor will enter into a registration rights agreement with the Company with respect to the Shares in the form attached hereto as Exhibit A (the “Registration Rights Agreement”); and

WHEREAS, certain terms used in this Agreement are defined in Section 1.01.

This excerpt taken from the ASTI 8-K filed Sep 23, 2009.

RECITALS

A. Ascent is engaged in the business of manufacturing and selling photovoltaic modules (“PV Modules”).

B. Buyer is in the business of designing, manufacturing and selling a broad range of “sustainable energy” products including those incorporating PV Modules.

C. Ascent desires to sell to Buyer, and Buyer desires to purchase from Ascent, PV Modules on the terms and conditions set forth herein.

These excerpts taken from the ASTI 10-Q filed Nov 10, 2008.

RECITALS

 

A.            Effective December 8, 2005, Foster and Ascent Solar entered into an Executive Employment Agreement (“Employment Agreement”) whereby Foster was employed as Ascent Solar’s Chief Executive Officer. The Employment Agreement was amended, effective June 29, 2007.

 

B.            On September 19, 2008 (“Notice Date”), Ascent Solar and Foster agreed that Foster’s employment with Ascent Solar will terminate effective October 19, 2008 (“Separation Date”).

 

C.            The parties wish to memorialize the terms of Foster’s separation and provide a structure for payout of the severance pay pursuant to the terms and conditions set forth in this Agreement and Foster’s Employment Agreement.

 

RECITALS

 

It was and is the intent of Foster and Ascent Solar that, as part of the Separation Benefits, vesting of all of Foster’s unvested stock options be accelerated, effective October 19, 2008.

 

This excerpt taken from the ASTI 8-K filed Mar 31, 2008.

RECITALS

 

                A.            The Company desires to employ and retain the unique experience, abilities, and services of the Executive as Chief Financial Officer.

 

                B.            The Executive agrees to perform the services of Chief Financial Officer for the Company in accordance with the terms and conditions of this Agreement.

 

These excerpts taken from the ASTI 10-K filed Mar 14, 2008.

RECITALS

        WHEREAS, on March 13, 2007, the Investor and the Company entered into the Agreement, which, among other things, provides the Investor with options to purchase the Company's securities.

        WHEREAS, Article III of the Agreement contains the terms and conditions of these options including the Initial Warrants Call Option and the Tranche 2 Call Option. While the intent of the Agreement was to provide for multiple exercises of the Tranche 2 Call Option to allow the Investor to reach up to a maximum of 35% of all issued and outstanding Company Common Stock, the language of Section 3.06 of the Agreement does not clearly provide for multiple exercises. The purpose of this Amendment is to clarify the potential and procedure for multiple exercises.

        WHEREAS, the capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meanings set forth in Section 1.01 of the Agreement or elsewhere therein.

RECITALS



        WHEREAS, on March 13, 2007, the Investor and the Company entered into the Agreement, which, among other things, provides the Investor with options to
purchase the Company's securities.



        WHEREAS,
Article III of the Agreement contains the terms and conditions of these options including the Initial Warrants Call Option and the Tranche 2 Call Option. While the
intent of the Agreement was to provide for multiple exercises of the Tranche 2 Call Option to allow the Investor to reach up to a maximum of 35% of all issued and outstanding Company Common
Stock, the language of Section 3.06 of the Agreement does not clearly provide for multiple exercises. The purpose of this Amendment is to clarify the potential and procedure for multiple
exercises.



        WHEREAS,
the capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meanings set forth in
Section 1.01 of the Agreement or elsewhere therein.



These excerpts taken from the ASTI 8-K filed Mar 13, 2007.

RECITALS

WHEREAS, concurrently herewith, ASTI and Norsk Hydro are entering into a Securities Purchase Agreement (the “Securities Purchase Agreement”; capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Securities Purchase Agreement), pursuant to which, upon the terms and subject to the conditions thereof, Norsk Hydro will acquire, on the date hereof, 1,600,000 shares of common stock, par value $0.0001 per share (“Common Shares”), of ASTI (the “ASTI Shares”) and will have the option to acquire, subject to the terms and conditions of the Securities Purchase Agreement, including the Stockholder Approval, up to 35% of the Common Shares, Class A Warrants and Class B Warrants of ASTI (the “Investment”);

WHEREAS, in connection with the Investment, ASTI has agreed to provide Norsk Hydro certain registration rights with respect to its ASTI Shares; and

WHEREAS, certain terms used in this Agreement are defined in Section 1.

RECITALS

WHEREAS, the Company and the Investor have entered into a Securities Purchase Agreement dated as of the date hereof (the “Securities Purchase Agreement”);

WHEREAS, on the date hereof, upon consummation of the First Closing (as defined in the Securities Purchase Agreement) contemplated by the Securities Purchase Agreement, the Investor will own an aggregate of 1,600,000 shares (the “Tranche 1 Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”);

WHEREAS, upon consummation of the Initial Warrants Closing contemplated by the Securities Purchase Agreement, the Investor will own a number of restricted Class A Warrants that will result in the Investor owning twenty-three percent (23.0%) of all issued and outstanding Class A Warrants immediately after such sale and purchase and a number of restricted Class B Warrants that will result in the Investor owning twenty-three percent (23.0%) of all issued and outstanding Class B Warrants immediately after such sale and purchase (together, the “Initial Warrants”);

WHEREAS, upon consummation of the Second Closing (as defined in the Securities Purchase Agreement) contemplated by the Securities Purchase Agreement, the Investor will own up to a maximum of (i) an additional number of shares of Company Common Stock that will result in the Investor owning thirty-five percent (35.0%) of all issued and outstanding Common Stock immediately after such sale and purchase (the “Tranche 2 Shares” and, together with the Tranche 1 Shares, the “Shares”), (ii) an additional number of restricted Class A Warrants that will result in the Investor owning thirty-five percent (35.0%) of all issued and outstanding Class A Warrants immediately after such sale and purchase (the “Option Class A Warrants”) and (iii) an additional number of restricted Class B Warrants that will result in the Investor owning thirty-five percent (35.0%) of all issued and outstanding Class B Warrants immediately after such sale and purchase (the “Option Class B Warrants”; together with the Option Class A Warrants, the “Option Warrants”; the Option Warrants together with the Tranche 2 Shares, the “Tranche 2 Securities”; and the Tranche 2 Securities together with the Tranche 1 Shares and the Initial Warrants, the “Purchased Securities”);

WHEREAS, the parties hereto wish to enter into this Agreement to set forth their agreement as to the matters set forth herein; and

WHEREAS, certain terms used in this Agreement are defined in Section 1.01.

RECITALS

WHEREAS, the Company desires to sell to the Investor, and the Investor desires to purchase from the Company, on the date hereof, pursuant to the terms and conditions set forth in this Agreement, an aggregate of 1,600,000 shares (the “Tranche 1 Shares”) of the common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”);

WHEREAS, pursuant to the terms and conditions set forth in this Agreement, the Company desires to grant to the Investor, and the Investor desires to acquire from the Company, the option to acquire from the Company, and to require the Company to sell to the Investor, (i) a number of restricted Class A Warrants otherwise identical to the publicly traded Class A Warrants that will result in the Investor owning twenty-three percent (23.0%) of all issued and outstanding Class A Warrants immediately after such sale and purchase (the “Initial Class A Warrants”) and (ii) a number of restricted Class B Warrants otherwise identical to the publicly traded Class B Warrants that will result in the Investor owning twenty-three percent (23.0%) of all issued and outstanding Class B Warrants immediately after such sale and purchase (the “Initial Class B Warrants”; together with the Initial Class A Warrants, the “Initial Warrants”);

WHEREAS, pursuant to the terms and conditions set forth in this Agreement, the Company desires to grant to the Investor, and the Investor desires to acquire from the Company, the option to acquire from the Company, and to require the Company to sell to the Investor, up to a maximum of (i) an additional number of shares of Company Common Stock that will result in the Investor owning thirty-five percent (35.0%) of all issued and outstanding Company Common Stock immediately after such sale and purchase (the “Tranche 2 Shares” and, together with the Tranche 1 Shares, the “Shares”), (ii) an additional number of restricted Class A Warrants that will result in the Investor owning thirty-five percent (35.0%) of all issued and outstanding Class A Warrants immediately after such sale and purchase (the “Option Class A Warrants”) and (iii) an additional number of restricted Class B Warrants that will result in the Investor owning thirty-five percent (35.0%) of all issued and outstanding Class B Warrants immediately after such sale and purchase (the “Option Class B Warrants”; together with the Option Class A Warrants, the “Option Warrants”, and the Option Warrants together with the Tranche 2 Shares, the “Tranche 2 Securities”);

WHEREAS, concurrently with execution of this Agreement the Investor will enter into (i) a registration rights agreement with the Company with respect to the Shares and shares of Company Common Stock issuable upon exercise of the Initial Warrants and the Option Warrants, in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), (ii) a stockholders’ agreement with the Company, in the form attached hereto as Exhibit B (the “Stockholders Agreement”) and (iii) a voting agreement with Dr. Mohan S. Misra, Chairman of the Board of the Company, Inica, Inc., a corporation organized under the laws of the State of Colorado, and ITN Energy Systems, Inc., a corporation organized under the laws of the State of Colorado, in the form attached hereto as Exhibit C (the “Voting Agreement”); and

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WHEREAS, certain terms used in this Agreement are defined in Section 1.01.

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