Ownership of Series A Preferred Stock Sample Clauses

Ownership of Series A Preferred Stock. The Holder represents to the Company that the Holder is the sole legal owner of the Series A Preferred Stock to be converted pursuant hereto and that it holds such Series A Preferred Stock free and clear of any liens, claims, interests, charges or other encumbrances. The Holder represents that it has not previously sold, assigned, conveyed, transferred or otherwise disposed of, in whole or in part, the Series A Preferred Stock to be converted pursuant hereto, nor has the Holder entered into any agreement to sell, assign, convey, transfer or otherwise dispose of, in whole or in part, such Series A Preferred Stock.
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Ownership of Series A Preferred Stock. Fieldale is the lawful owner, of record and beneficially, of 3,000 shares of Series A Preferred Stock and has good title to such shares, free and clear of any and all security interests, mortgages, liens, pledges, charges, restrictions, options, rights of first refusal, claims, demands, and other encumbrances. Such shares represent all of the shares of Series A Preferred Stock owned by Fieldale.
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Ownership of Series A Preferred Stock. Each Series A Holder owns beneficially and of record all outstanding shares of Series A Preferred Stock set forth opposite his name in Section 2.1 hereof. Each Series A Holder owns the shares of Series A Preferred Stock set forth opposite his name in Section 2.1 free and clear of any charge, mortgage, pledge, security interest, restriction, claim, lien, or encumbrance (collectively, "Liens"). Except as set forth on Schedule 2.1 or in the Shareholder Documents, there are no outstanding voting agreements or proxies, or other commitments or agreements of any character relating to the Series A Preferred Stock or otherwise obligating any Series A Holder to transfer, sell, purchase or redeem any shares of Series A Preferred Stock. Except for options to acquire shares of Class B Stock under certain circumstances pursuant to Section 7.4 of a Subscription and Shareholder Agreement dated July 17, 1997 by and among Davis, FHI and the Series A Holders, none of the Series A Holders havx xxx right to acquire any additional shares of FHI Capital Stock.
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Ownership of Series A Preferred Stock. Each Purchaser set forth on Schedule B has good and valid title to the shares of Series A Preferred Stock opposite such Purchaser’s name on Schedule B, free and clear of any Liens (other than arising under the applicable securities laws).
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Ownership of Series A Preferred Stock. (a) Such Holder is the sole owner and beneficial holder of all of such Holder's Preferred Stock and none of such Holder's Preferred Stock is subject to any Liens. Such Holder's Preferred Stock constitutes all of the Series A Preferred Stock beneficially owned, directly or indirectly, by such Holder. Except for the Holder's Preferred Stock, such Holder does not own, directly or indirectly, nor does such Holder have the right to acquire, any additional shares of Series A Preferred Stock.
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Ownership of Series A Preferred Stock. The Holder is the sole legal and beneficial owner of all of the shares of Series A Preferred Stock and the Warrant. Such Holder has neither previously sold, assigned, conveyed, transferred, pledged or otherwise disposed of, in whole or in part, any shares of Series A Preferred Stock or the Warrant, nor has such Holder entered into any agreement to sell, assign, convey, transfer, pledge or otherwise dispose of, in whole or in part, any shares of Series A Preferred Stock or the Warrant.
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Related to Ownership of Series A Preferred Stock

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Preferred Units Without the consent of any Common Unitholder and notwithstanding anything herein to the contrary, the Board may cause the Company to issue one or more series of Preferred Units, which Preferred Units would have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a closed-end management investment company, in a manner that complies with the legal requirements applicable to a closed-end management investment company. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Convertible Preferred Stock In accordance with the undersigned's obligation under the Subscription Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder and pursuant to the Subscription Agreement shall be made in writing at the address set forth below. In addition, the undersigned hereby agrees to give the Company three days' prior notice in advance of sales of Series A Convertible Preferred Stock pursuant to the Registration Statement, and the undersigned hereby further agrees not to sell Series A Convertible Preferred Stock in the event the undersigned knows of any undisclosed material developments or transactions relating to the Company. The undersigned hereby acknowledges that it understands that any sales or other dispositions of any Series A Convertible Preferred Stock pursuant to the Registration Statement, once effective, must be settled with Series A Convertible Preferred Stock bearing the Company's general (not necessarily restricted) common shares CUSIP number. A beneficial owner named in the Registration Statement may obtain Series A Convertible Preferred Stock bearing the Company's general common shares CUSIP number for settlement purposes by presenting the Series A Convertible Preferred Stock to be sold (with a restricted CUSIP), together with a certificate of registered sale, to the Company's transfer agent, North American Transfer Co. The form of certificate of registered sale is available from the Company upon request. The process of obtaining such shares might take a number of business days. SEC rules generally require trades in the secondary market to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, a beneficial owner who holds Series A Convertible Preferred Stock with a restricted CUSIP at the time of the trade might wish to specify an alternate settlement cycle at the time of any such trade to provide sufficient time to obtain Series A Convertible Preferred Stock with an unrestricted CUSIP in order to prevent a failed settlement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

  • Calculation of Number and Percentage of Beneficial Ownership of Outstanding Voting Shares For purposes of this Agreement, the percentage of Voting Shares Beneficially Owned by any Person, shall be and be deemed to be the product (expressed as a percentage) determined by the formula: 100 x A/B where:

  • Reservation of Preferred Stock The Preferred Stock issuable upon exercise of the Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Charter and Bylaws, as amended. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder.

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