Preferred Stock Offering. Subject to the truth and accuracy of the ------------------------ representations and warranties of the Investors set forth in Section 5, the offer, sale and issuance of the Preferred Shares as contemplated by this Agreement are exempt from the registration requirements of any applicable state and federal securities laws, subject to any post-Closing filings required by state "blue sky" laws.
Preferred Stock Offering. The preferred stock offering of the Borrower contemplated by the Form S-11 filing of the Borrower made with the SEC on March 29, 2021 shall have been consummated; and
Preferred Stock Offering. 16- ------------------------ 4.17. Insurance................................................................................ -16- --------- 4.18. Disclosure............................................................................... -16- ---------- 4.19. Brokers.................................................................................. -16- ------- 4.20. Year 2000................................................................................ -16- --------- 4.21. Suppliers and Customers.................................................................. -16- ----------------------- 4.22. Affiliate Matters........................................................................ -17- ----------------- 4.23. Use of Proceeds.......................................................................... -17- ---------------
Preferred Stock Offering. On July 13, 2021, the Company entered into an underwriting agreement with Ladenburg Xxxxxxxx & Co. Inc. as representative of the underwriters, related to the offering of 480,000 shares of the Company’s 10.5% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, at a public offering price of $25.00 per share, which excludes 72,000 shares of Series A Cumulative Perpetual Preferred Stock that may be purchased by the Applied UV, Inc.
Preferred Stock Offering. Freeport agrees that the Preferred Stock Offering will commence with the indicative terms to which Rio Tinto previously agreed. Because substantially all of the Purchase Price must be funded out of the net proceeds of the Preferred Stock Offering, Freeport will use its reasonable best efforts to conduct and consummate the Preferred Stock Offering. Freeport will consult with Rio Tinto and its advisers in relation to the conduct of the Preferred Stock Offering.
Preferred Stock Offering. The Preferred Stock Offering shall have closed.
Preferred Stock Offering. In the event that Borrower makes any preferred stock offering, the first $500,000 in proceeds from such offering shall be applied to the Loans in such order as Bank may require."
Preferred Stock Offering. The parties acknowledge that, as soon as practicable following the consummation of the transactions contemplated by this Agreement, the Company intends to commence a public offering of up to $10.0 million, with the ability to increase the offering by up to $2.0 million for an aggregate of up to $12.0 million, of mandatorily convertible preferred stock to facilitate the redemption, repurchase or exchange of its existing subordinated debt; provided that (i) the conversion price with respect to such preferred stock shall be no less than 125% of the Purchase Price (and shall not be subject to adjustment other than standard adjustments with respect to corporate actions, which shall not include adjustments for subsequent issuances below the conversion price) and (ii) the annual dividend rate on the liquidation preference of such preferred stock shall not exceed 5.5%.
Preferred Stock Offering. As an alternative to Kingpins purchasing PHCG common stock pursuant to Subsections 2(a) and 2(b), above, Kingpins may request that PHCG issue different classes or series of Preferred Stock with standard dividend and liquidation preferences which converts into the same number of common stock as would be purchased by Kingpins pursuant to Subsections 2(a) and 2(b). Such issuance of preferred stock shall be pursuant to a certificate of designation of preferred stock, the rights, privileges, and terms of which shall be mutually agreed by the Parties.
Preferred Stock Offering. The Preferred Stock Offering shall have been consummated in all material respects in accordance with the terms and conditions of the Transaction Documents, shall have resulted in gross proceeds to Alarmguard Holdings of at least THIRTY MILLION AND NO/100 DOLLARS ($30,000,000.00), and the Administrative Agent and the Documentation Agent shall have received objective evidence satisfactory to it as to the consummation thereof as aforesaid.
