Series A Stock Sample Clauses
Series A Stock. Following payment in full of required dividends to the holders of Series C Stock and Series B Stock in accordance with Sections A.3(a) and (b) above, the holders of shares of the Series A Stock shall be entitled to receive, when, if and as declared by the Board of Directors, dividends on any shares of Series A Stock, out of funds legally available for that purpose, at a rate to be determined by the Board of Directors if and when they may so declare any dividend on the Series A Stock.
Series A Stock. The term "SERIES A STOCK" shall mean the Company's Series A Preferred Stock, par value $0.001 per share.
Series A Stock it shall first deliver to each other Consenting Stockholder a written notice (a "First Offer Notice of Sale") of its intention to so convert such shares of Series B Stock (the "First Offer Shares"). The First Offer Notice of Sale shall contain the Converting Stockholder's offer to sell the First Offer Shares to such other Consenting Stockholders at a price per share equal to the Market Price as of the date of the First Offer Notice of Sale (which price shall, unless otherwise agreed by the Converting Stockholder and the Consenting Stockholders accepting such offer, be payable in cash). As used in this Section 7.03, the "Qualifying First Offer Amount" means, with respect to any First Offer Notice of Sale, the amount, if any, by which the number of First Offer Shares specified in such First Offer Notice of Sale exceeds [*] percent of the number of shares of the Company Common Stock outstanding at the time such First Offer Notice of Sale is delivered (or such lesser amount as may be specified in the First Offer Notice of Sale or as may otherwise be agreed to by the Converting Stockholder).
Series A Stock. The term “Series A Stock” means the Series A Convertible Preferred Stock of Parent.
Series A Stock. Each issued and outstanding share of Series A Preferred Stock, $0.00001 par value per share, of the Company (“Series A Stock”) shall convert to the right to receive (i) an initial amount of cash equal to the product of (x) the Closing Merger Consideration times (y) the Series A Allocation Percentage divided by the total number of outstanding shares of Series A Stock; (ii) subject to the satisfaction of the First Contingent Merger Consideration Condition, an amount of cash equal to the product of (x) the First Contingent Merger Consideration times (y) the Series A Allocation Percentage divided by the total number of outstanding shares of Series A Stock; (iii) subject to the satisfaction of the Second Contingent Merger Consideration Condition, an amount of cash equal to the product of (x) the Second Contingent Merger Consideration times (y) the Series A Allocation Percentage divided by the total number of outstanding shares of Series A Stock; and (iv) with respect to any portion of the Holder Escrow Amount released to Company Holders from the Escrow Fund, an amount of cash equal to the product of (x) the aggregate amounts of such release from the Escrow Fund times (y) the Series A Allocation Percentage divided by the total number of outstanding shares of Series A Stock.
Series A Stock. The Company shall issue to PZ an aggregate of 3,369,863 shares of Series A Stock (with the same rights and privileges of previously issued Series A Stock pursuant to the SPA) in exchange for the Final Tranche disbursements, as detailed below.
Series A Stock. Each Purchaser owns, of record and beneficially, the shares of Series A Stock set forth next to such Purchaser’s name on Schedule 1, free and clear of any Encumbrances, except those set forth in the documents underlying the Series A Stock. Upon the Closing, the Company will be vested with good and valid title to the Series A Stock, free and clear of any Encumbrances and no Purchaser shall own, of record or beneficially, or have, by conversion, warrant, option or otherwise, any right to, interest in or agreement to acquire any Series A Stock.
Series A Stock. 1.1. Firer owns the Series A Stock beneficially and of record, free and clear of any lien, pledge, security interest or other encumbrance, and, upon Transfer of the Series A Stock as provided in this Agreement, ▇▇▇▇▇▇▇▇ will acquire good and valid title to the Series A Stock, free and clear of any lien, pledge, security interest or other encumbrance. The Series A Stock is not the subject of any voting trust or option agreement or other agreement relating to the voting thereof or restricting in any way the sale or transfer thereof except for this Agreement. Firer has full right and authority to Transfer such Series A Stock pursuant to the terms of this Agreement.
1.2. Immediately upon the parties’ execution of this Agreement, Firer shall be deemed to have automatically transferred ownership, right, title and interest of the Series A Stock to ▇▇▇▇▇▇▇▇, subject to the Exchange Agreement and subject to the Termination Rights below. Stock Transfer Agreement
1.3. Acies and/or Acies’ Transfer Agent shall be authorized to take whatever action necessary, if any, following the parties’ entry into this Agreement, to reflect the Transfer of the Series A Stock, which shall not require the approval and/or consent of Firer (which approval and consent shall conclusively be established by Firer’s execution of this Agreement and the Exchange Agreement), and Firer hereby agrees to release Acies and Acies’ Transfer Agent from any and all liability whatsoever in connection with the Transfer of the Series A Stock.
1.4. Notwithstanding the above, Firer covenants that he will, whenever and as reasonably requested by Acies and the Transfer Agent, at his sole cost and expense, do, execute, acknowledge and deliver any and all such other and further reasonable acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as Acies or the Transfer Agent may reasonably require in order to complete, insure and perfect the Transfer, if such may be reasonably required by Acies and/or Acies’ Transfer Agent.
Series A Stock. 1.1 The Series A Stock presently held by Dingaan have a stated value of $1,817,591.00 (one million eight hundred seventeen thousand, five hundred ninety one dollars).
1.2 Cumulative Dividends are at 6% payable annually, and are presently in arrears in the amount of $194,023.00 (one hundred ninety three thousand and twenty three dollars).
1.3 The Series A Stock is convertible at the option of the holder at a rate equal to 75% (seventy five percent) of the average bid price of the common shares for the ten (10) days prior to the conversion date.