Series C Preferred Shares Sample Clauses

Series C Preferred Shares. A total of 26,674,518 authorized Series C Preferred Shares, none of which has been issued.
Series C Preferred Shares. The Board has classified 2,000,000 Shares of the Trust as Series C Preferred Shares. A description of the Series C Preferred Shares, including the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption thereof, is set forth in Annex C hereto, which is hereby incorporated by reference as if it were set forth in this Section 4 in its entirety.
Series C Preferred Shares. A total of 27,179,512 authorized Series C Preferred Shares, par value of US$0.0001 (“Series C Preferred Shares, and each a “Series C Preferred Share”), 25,049,612 of which are issued and outstanding. The rights, privileges and preferences of the Series C Preferred Shares are as stated in the Amended M&A as provided by the Company Law.
Series C Preferred Shares. Carbonics shall cause Viridis to assign and transfer to the Series C Purchaser at the Closing all Series C Preferred Shares owned by Viridis and shall also cause Viridis to enter into a Stock Purchase Agreement with the Series C Purchaser, substantially in the form set forth in Exhibit G, in connection with such assignment and transfer of the Series C Preferred shares.
Series C Preferred Shares. Upon the surrender of a certificate representing Series C Preferred Shares to Parent at or after the Effective Time, the holder of such certificate shall be entitled to receive from Parent and Parent shall immediately pay to such holder the Per Series C Preferred Share Consideration payable pursuant to Section 4.2(b) for the Series C Preferred Shares formerly represented by such certificate. Until surrendered as contemplated by this Section 4.3(b)(ii), each certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash such holder shall be entitled to receive pursuant to Section 4.2(b)(i). Parent shall, as promptly as is reasonably practicable after the date hereof (and in no event later than 10 Business Days prior to the Closing), deliver to each holder of Series C Preferred Shares such transmittal materials as would be required of holders of Certificates pursuant to the first sentence of Section 4.3(b)(i) and so long as such holder of Series C Preferred Shares completes such transmittal materials and delivers them to Parent at or prior to the Closing (it being understood and agreed that if Parent shall fail to deliver such transmittal materials to such holder of Series C Preferred Shares no later than 10 Business Days prior to the Closing then in such event such transmittal materials shall not be required to be completed by such holder of Series C Preferred Shares), Parent shall cause the Exchange Agent to pay to each holder of Series C Preferred Shares immediately after the Effective Time, the Per Series C Preferred Share Consideration payable with respect of the Common Shares held by such holder of Series C Preferred Shares upon surrender of the Certificates representing such Common Shares.
Series C Preferred Shares. 90,000,000 Series C Preferred Shares, of which exactly 80,770,225 Series C Preferred Shares are duly and validly issued, fully paid, non- assessable, and outstanding.
Series C Preferred Shares. A total of 28,735, 413 authorized Series C Preferred Shares (the “Series C Preferred Shares”), all of which have been issued and outstanding immediately prior to the Closing.
Series C Preferred Shares. Any amount of Buyer common stock to be issued pursuant to this Agreement, including but not limited to Initial Shares, Milestone Shares, any Buyer common stock underlying the Preliminary Purchase Price, the Excess Amount and any Buyer common stock underlying adjustments to the Preliminary Purchase Price pursuant to Section 2.7 (collectively, “Buyer Shares”), that exceeds 19.99% of the outstanding common stock of the Buyer on the Business Day immediately following the Closing shall instead be issued as “Series C Preferred Sharespursuant to a Certificate of Designation filed with the Secretary of State of the State of Delaware prior to the Closing, with a prohibition on conversion of such Series C Preferred Shares. Such prohibition will be lifted if there is a shareholder vote in favor of the issuance of the shares of Buyer common stock underlying the Series C Preferred Shares (the “Requisite Approval”); provided, however, that the Buyer Shares shall not be entitled to vote to approve the lifting of such prohibition. The Company shall use reasonable best efforts to call a meeting of the shareholders and present the proposal to issue the shares of common stock underlying the Series C Preferred Shares to be voted upon at such meeting on or before June 30, 2017.
Series C Preferred Shares. As of the Effective Time, each Series C Preferred Share issued and outstanding (other than (A) Series C Preferred Shares to be cancelled in accordance with subsections (v) and (vi) hereof, and (B) any Dissenting Shares) immediately prior to the Effective Time, will be cancelled and extinguished, and each Series C Preferred Share will be converted into the right to receive an aggregate of an amount in cash equal to the Per Share Net Participation Amount (subject to the withholding from such aggregate amount of an amount per Series C Preferred Share to be contributed to the Escrow Fund and the Purchase Price Adjustment Fund, each as set forth in the Final Merger Consideration Allocation Schedule, which amounts shall be payable in accordance with this Agreement and the Escrow Agreement and may in whole or in part reduce the Per Share Net Participation Amount).