Series C Preferred. At the Series C Closing, the Company will issue to each Purchaser a certificate or certificates registered in such Purchaser's name as set forth on the Schedule of Purchasers attached hereto as Exhibit A, representing the number of shares of Series C Preferred set forth opposite such Purchaser's name on such Schedule of Purchasers against payment of the purchase price therefor. Such payment shall be by check or wire transfer payable to the Company or by the cancellation of outstanding indebtedness.
Series C Preferred. The Corporation shall have delivered to each Purchaser or its custodian a certificate evidencing the shares of Series C Preferred purchased by such Purchaser under this Agreement, free and clear of all Encumbrances.
Series C Preferred. Upon issuance, sale and delivery as contemplated hereunder and payment of the applicable Purchase Price, the shares of Series C Preferred and Warrants sold to the Purchasers hereunder will be duly authorized, validly issued, fully paid and non-assessable, free of all preemptive and similar rights and other restrictions on transfer, other than those arising under applicable state and federal securities laws.
Series C Preferred. 1 Stockholders............................................................ 1 Subsidiary.............................................................. 10
Series C Preferred. At the Effective Time, each share of Series C Preferred issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares owned by the Company) shall be automatically converted into the right to receive, subject to and in accordance with Section 2.8(a), an amount of cash (without interest) equal to the Per Share Series C Merger Consideration. The amount of cash each Company Stockholder is entitled to receive for the shares of Series C Preferred held by such Company Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts payable for all shares of Series C Preferred held by such Company Stockholder.
Series C Preferred. Contemporaneous with the closing of the PIPE Offering, the Holder will deliver (i) the Notice of Conversion attached hereto as Exhibit A (the “Preferred Stock Notice of Conversion”), pursuant to which, all of the Holder’s shares of the Series C Preferred will convert (the “Conversion”), without any further action on the part of the Holder, into shares of Common Stock at a conversion price per share at the lower of (i) $0.175, or (ii) the per share purchase price in the PIPE Offering (the “Conversion Price”), but otherwise pursuant to the terms of the Certificate of Designation for the Series C Preferred dated December 1, 2021 (the “Series C Certificate of Designation”), without any further action on the part of the Holder, into shares of Common Stock at the Conversion Price, on the following terms and conditions:
Series C Preferred. No dividends shall or may be paid with respect to the shares of Series C Preferred.
Series C Preferred. The certificate representing the Series C Preferred will be imprinted with a legend substantially in the following form: THE STOCK REPRESENTED BY THIS CERTIFICATE WAS ORIGINALLY ISSUED ON ____, 200_ PURSUANT TO AN ASSET ACQUISITION AGREEMENT DATED ____________, 2000, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Each holder desiring to transfer Series C Preferred first must furnish the Buyer with a written opinion in form and substance reasonably satisfactory to the Buyer from counsel reasonably satisfactory to the Buyer that the holder may transfer the Series C Preferred as desired without registration under the Securities Act.
Series C Preferred. Each share of Series C Preferred shall be convertible, without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for the Series C Preferred, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing $1.00 by the Series C Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Series C Conversion Price for purposes of calculating the number of shares of Common Stock deliverable upon conversion without the payment of any additional consideration by the holder of Series C Preferred (the “Series C Conversion Price”) shall initially be $1.00. Such initial Series C Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which Series C Preferred is convertible, as hereinafter provided.
Series C Preferred. Stock Section 10.1 Settlement Date Section 8.6(A)(2) Sharp Section 10.1 Statement Section 4.8(B) Start-Up Expenses Section 10.1 Stockholders Agreement Section 10.1 Subject Subordinated Indebtedness Section 10.1 Subordinated Indebtedness Section 10.1 Subordinated Indebtedness Documents Section 10.1 Subsidiary Section 10.1 Target Business Section 10.1 (Def. of "Permitted Acquisition") Target Person Section 10.1 (Def. of "Permitted Acquisition") Tax Liabilities Section 1.9(A) Tax-Sharing Agreement Section 10.1
