Series A Preferred Shares. A total of 45,429,741 authorized Series A Preferred Shares, par value of US$0.0001 (“Series A Preferred Shares”, and each a “Series A Preferred Share”), all of which are issued and outstanding. The rights, privileges and preferences of the Series A Preferred Shares are as stated in the Amended M&A as provided by the Company Law.
Series A Preferred Shares. The Obligation shall be paid in the form of 1,000 Series A Preferred Shares of JKXJ (the "Preferred Shares") and 100,000 warrants (the "Warrants") to purchase common stock of JKXJ. Each Warrant entitles the holder to purchase one share of the JKXJ's common stock at an exercise price of $0.25 per Warrant for a period of five years from issuance. In order to receive the Preferred Shares and the Warrants, the Holder must complete the Subscription Agreement attached hereto at Exhibit B and the Investor Questionnaire attached hereto as Exhibit C.
Series A Preferred Shares. When (a) the Series A Preferred Shares have been issued and delivered as contemplated by the Agreement, (b) the Company has received the consideration provided for in the Agreement, (c) such consideration per share is not less than the amount required by the Authorizing Resolutions, (d) the Certificate of Designations has been duly filed with the Pennsylvania Department of State, Bureau of Corporations and Charitable Organizations of the Commonwealth of Pennsylvania and (e) certificates in the form required under the laws of the Commonwealth of Pennsylvania representing the shares of such Preferred Stock are duly executed, countersigned, registered and delivered, if such Preferred Stock is certificated, or book-entry notations in the form required under the laws of the Commonwealth of Pennsylvania have been made in the share register of the Company, if such Preferred Stock is not represented by certificates, such Series A Preferred Shares will be validly issued, fully paid and non-assessable.
Series A Preferred Shares. Subject to Section 3.04, each Series A Preferred Share issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding as a preferred share of the Surviving Company and shall be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights, and qualifications, limitations and restrictions set forth in the certificate of designations applicable to the Series A Preferred Shares, which certificate of designations shall remain at and following the Effective Time in full force and effect as an obligation of the Surviving Company in accordance with Section 109(2) of the Bermuda Companies Act.
Series A Preferred Shares. (a) DESIGNATION AND AMOUNT. Of the 1,000,000 authorized Preferred Shares, without par value, 100,000 are designated as a series designated as "Series A Preferred Shares" (the "Series A Preferred Shares"). The Series A Preferred Shares have the express terms set forth in this Division as being applicable to all Preferred Shares as a class and, in addition, the following express terms applicable to all Series A Preferred Shares as a series of Preferred Shares. The number of Series A Preferred Shares may be increased or decreased by resolution of the Board of Directors and by the filing of a certificate of amendment pursuant to the provisions of the General Corporation Law of the State of Ohio stating that such increase or reduction has been so authorized; however, no decrease shall reduce the number of Series A Preferred Shares to a number less than that of the Series A Preferred Shares then outstanding plus the number of Series A Preferred Shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Company.
Series A Preferred Shares. Upon conversion, each Series A Preferred Share shall be exchanged in accordance with the provisions of Section 7.1.3 for such number of fully paid and nonassessable Ordinary Shares as is determined by dividing US$0.0732857 per share (the “Series A Preferred Shares Stated Value”) by the conversion price at the time in effect for such share. The initial conversion price for the Series A Preferred Shares shall be US$0.0732857 per share (the “Series A Conversion Price” or the “Conversion Price”) and shall be subject to adjustment as set forth in this Section 7.1.4.
Series A Preferred Shares. Prior to or substantially concurrently with the initial funding of the Loans hereunder, the Parent shall have issued the Series A Preferred Shares, on terms reasonably acceptable to the Lender Representative, the gross proceeds of which shall not be less than $165,000,000.