Series B Common Stock Sample Clauses

Series B Common Stock. “Series B Common Stock” shall mean Series B Common Stock of CSF.
Sample 1
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Series B Common Stock. The Debenture shall be convertible into the Conversion Shares, which shall consist of fully paid and nonassessable shares of Series B Common Stock of the Borrower, at the option of Lender, upon the terms set forth herein and in the Debenture, at any time within the period (the "Conversion Exercise Period") commencing on the Closing Date and terminating on the Maturity Date (as the same may be extended by the Lender pursuant to the terms hereof). The issuance of the Conversion Shares upon conversion of the Debenture shall be made without charge to Lender for any issuance tax in respect thereof or other cost incurred by the Borrower in connection with such conversion and the related issuance of shares of Series B Common Stock. Upon conversion, the Borrower will take all such actions as are necessary in order to insure that the Series B Common Stock issued as a result of such conversion is validly issued, fully paid, and nonassessable. The Borrower will not close its books with respect to the transfer of Series B Common Stock issued or issuable upon conversion of the Debenture in any manner that interferes with the timely conversion of the Debenture. The Borrower shall at all times reserve for issuance a number of shares of Series B Common Stock equal to the maximum number of shares issuable upon conversion of the Debenture.
Sample 1
Series B Common Stock. In exchange for the transfer of the class B common stock of Xxxxxxxx.xxx pursuant to subsection 1.1. hereof, Zycom shall on the Closing Date, and contemporaneously with such transfer of the class B common stock of Xxxxxxxx.xxx to it by the Shareholders, issue and deliver to the Shareholders certificates representing one share of series B common stock of Zycom for each outstanding share of class B common stock of Xxxxxxxx.xxx to be exchanged at Closing. Such shares of Zycom shall only be issued and delivered to persons who are accredited investors as defined in Rule 501 of Regulation D promulgated by the Securities and Exchange Commission.
Sample 1
Series B Common Stock. Each share of Series B Common Stock outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled in accordance with Section 1.14 or Dissenting Shares) shall be automatically converted into the right to receive a number of shares of Purchaser Common Stock equal to: (i) the Per Series B Common Share Consideration divided by (ii) the Redemption Price.
Sample 1
Series B Common Stock 
Sample 1

Related to Series B Common Stock

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

  • 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.

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • 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.

  • Common Stock 1 Company........................................................................1

  • 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.

  • Common Shares 4 Company...................................................................................... 4

  • Company Common Stock “Company Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Shares of Common Stock The Company shall have duly reserved the number of Debenture Shares required by this Agreement and the Transaction Documents to be reserved upon the conversion of the Debentures acquired by the Purchaser on the First Closing Date;

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