Preferred Stock Consideration Clause Samples
The Preferred Stock Consideration clause defines the terms under which preferred stock is issued or exchanged in a transaction, such as a merger or acquisition. It typically outlines the type, number, and rights of preferred shares that stakeholders will receive, and may specify conversion ratios or preferences over common stock. This clause ensures that the interests of preferred shareholders are clearly addressed and protected, providing certainty about their entitlements and helping to prevent disputes regarding equity distribution.
Preferred Stock Consideration. At Closing, the Buying Parties shall issue and deliver to the Sellers 500,000 shares of Preferred Stock (the “Preferred Stock Consideration”), which may be represented by one or more certificates, or the extent not in certificate form, such transfer of Preferred Stock Consideration to be evidenced in book-entry form, at the Buying Parties’ election, which are convertible, subject to Section 2.2.1 of this Agreement, into 65,000,000 shares of Common Stock of the Parent in the aggregate.
Preferred Stock Consideration. Following the Debt Payment and the Warrant Exchange, but prior and in preference to any delivery of Buyer Common Stock pursuant to Section 1.5(d)(ii), the holders of Series A Preferred Shares and Series B Preferred Shares will be entitled to receive the following; provided that, if the amount equal to the product of (A) the remaining Closing Shares multiplied by (B) the Trading Price, is insufficient to permit the holders of the Preferred Shares to receive the Preferred Stock Consideration (as defined below), then holders of Series A Preferred Shares and Series B Preferred Shares will be entitled to their pro rata share of the Buyer Common Stock available in proportion to the respective amounts which would be received by them if the respective amounts were paid in full:
(A) Each holder of Series B Preferred Shares issued and outstanding immediately prior to the Effective Time shall be entitled to receive that number of shares of Buyer Common Stock equal to (x) the number of Series B Preferred Shares held by such holder immediately prior to the Effective Time multiplied by (y) the quotient of $5.00 divided by the Trading Price. Such quotient ($5.00 divided by the Trading Price) multiplied by the number of Series B Preferred Shares issued and outstanding immediately prior to the Effective Time is herein referred to as the “Series B Consideration”.
(B) Each holder of Series A Preferred Shares issued and outstanding immediately prior to the Effective Time shall be entitled to receive that number of shares of Buyer Common Stock equal to (x) the number of Series A Preferred Shares held by such holder immediately prior to the Effective Time multiplied by (y) the quotient of $1.00 divided by the Trading Price. Such quotient ($1.00 divided by the Trading Price) multiplied by the number of Series A Preferred Shares issued and outstanding immediately prior to the Effective Time is herein referred to as the “Series A Consideration” and collectively with the Series B Consideration, the “Preferred Stock Consideration”.
Preferred Stock Consideration a. J▇▇.▇▇ shall, at the closing of the Business Combination, issue to Maxim Partners LLC a number of shares of Series A Convertible Preferred Stock in an amount equal in value to $1,127,000 (the “Preferred Shares”), based on the valuation (the “Valuation”) set forth in the Certificate of Designation for Series A Preferred Shares attached hereto as Exhibit B (the “Certificate of Designation”), which Preferred Shares shall have the rights, terms and conditions set forth in the Certificate of Designation; and
b. The Common Shares issuable upon conversion of the Preferred Shares (the “Underlying Shares”) shall be subject to a Registration Rights Agreement between J▇▇.▇▇ and Maxim in the form attached hereto as Exhibit A, which shall be executed concurrently with this Agreement.
Preferred Stock Consideration. As consideration for the all amounts otherwise due to Sponsor under the Note:
a. J▇▇.▇▇ shall, at the closing of the Business Combination, issue to OAC Sponsor a number of shares of Series A-1 Convertible Preferred Stock in an amount equal in value to the total amount due under the Note, being 575 shares (the “Preferred Shares”), based on the valuation (the “Valuation”) set forth in the Certificate of Designation for Series A-1 Preferred Shares attached hereto as Exhibit A (the “Certificate of Designation”), which Preferred Shares shall have the rights, terms and conditions set forth in the Certificate of Designation; 1 Oxbridge will be renamed “J▇▇.▇▇ Inc.” in connection with the Business Combination As used herein, “Oxbridge” and “J▇▇.▇▇” shall mean Oxbridge Acquisition Corp., prior to the name change, or J▇▇.▇▇ Inc., following the name change, as context requires.
b. The shares of J▇▇.▇▇ common stock issuable upon conversion of the Preferred Shares (the “Underlying Shares”) shall be subject to a Registration Rights Agreement between J▇▇.▇▇ and Maxim in the form attached hereto as Exhibit B, which shall be executed concurrently with this Agreement; and
c. The Preferred Shares shall evidenced in the books and records of J▇▇.▇▇, or otherwise be held at the transfer agent of J▇▇.▇▇ in book entry in the name of OAC Sponsor Ltd as of the closing of the Business Combination.
Preferred Stock Consideration. Each holder of record of RBI Preferred Stock immediately prior to the Closing Date will receive in the Merger cash equal to $2.00 in exchange for each such share. An aggregate of $1,016,876.00 will be issued to the holders of the RBI Preferred Stock (the “Preferred Consideration”). The Preferred Consideration will be paid at the Closing or as soon as practicable after the Effective Time upon surrender of the certificates representing the RBI Preferred Stock in the manner directed by OLB as communicated by or on behalf of OLB to the holders thereof. Until so surrendered, each certificate representing the RBI Preferred Stock will be deemed for all purposes after the Effective Time to represent and evidence solely the right to receive the applicable amount of the Preferred Consideration to be paid therefor pursuant to this Agreement. Except as required by Law, no interest shall be payable with respect to the Preferred Consideration. The Aggregate Consideration and the Preferred Consideration shall comprise the total consideration to be paid in the Merger and is referred to herein as the “Total Consideration.”
Preferred Stock Consideration. The Preferred Stock Consideration when issued, and the Parent Common Stock issuable upon conversion of the Preferred Stock Consideration, will be duly authorized, fully paid and non-assessable, and not subject to any preemptive rights, and free and clear of any Security Interests or other encumbrances, except for transfer restrictions required under federal and state securities laws.
Preferred Stock Consideration. Each Eligible Preferred Share for which a change-of-control cash purchase election has been made by the record holder thereof pursuant to Section 7(b) of the certificate of designation applicable to such Eligible Preferred Share shall be entitled to receive an amount in cash, without interest (the “Preferred Stock Consideration”), equal to (i) the product of (A) 125% multiplied by (B) the product of (1) the Conversion Amount being redeemed multiplied by (2) the quotient of the Per Share Merger Consideration divided by $3.00, or (ii) such greater amount pursuant to the terms of Section 7(b) of the certificate of designation in respect of the Preferred Stock; provided, however, that if any holder of Eligible Preferred Shares does not make such election and surrender such shares to the Paying Agent in exchange for the Preferred Stock Consideration in accordance with Section 4.2(b) of this Agreement within 180 days following the Closing Date, such holder shall be entitled to receive, in respect of each Eligible Preferred Share for which the holder fails to make such election, a security to be issued by the Surviving Corporation as provided in the applicable certificate of designation. Parent also shall comply with the notice and other obligations set forth in the certificates of designation in respect of the Preferred Stock, to the extent applicable, after the date hereof and prior to the Closing Date.”
Preferred Stock Consideration. On the Closing Date, contemporaneously with the filing of the Articles of Merger, Parent shall pay, or shall cause the Company, Newco or the Surviving Corporation to pay the amount of the Preferred Stock Payments, in cash by wire transfer of immediately available funds to the holders of the Preferred Stock as of immediately prior to the Closing in accordance with the terms of Section 2.10 and 2.11.