Series D Shares Sample Clauses

Series D Shares. A total of 18,000,000 authorized series D preferred shares (the “Series D Shares”, collectively with the Series E Shares, the Series A-1 Shares, the Series A Shares, the Series B Shares and the Series C Shares, the “Preferred Shares”; and collectively with the Common Shares, the “Shares”), of which 10,580,397 are in issue and outstanding.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Series D Shares. A total of 18,000,000 authorized Series D Shares, none of which are in issue and outstanding.
Sample 1Sample 2
Series D Shares. The term "Series D Shares" shall mean 250,000 shares of Series D Preferred Stock. 1.3.10.
Sample 1
Series D Shares. The Series D Shares to be issued to the Holder pursuant to this Agreement will be, upon issuance, duly authorized, validly issued, fully paid and non-assessable. Further, there are no outstanding pre-emptive rights associated with the issuance of the Series D Shares.
Sample 1
Series D Shares. The Series D Shares are duly authorized and, when issued and paid for in accordance with the terms hereof, will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all Liens and restrictions, other than Liens that might have been created by Xxxxxx and restrictions imposed by the Securities Act. The Common Stock issuable upon conversion of the Series D Preferred Stock have been duly authorized and reserved for issuance upon conversion of the Series D Preferred Stock, and, when issued and paid for in accordance with the terms hereof, the Company's Certificate of Incorporation and the Company's Series D and E Preferred Stock Certificate of Designation, will be duly authorized, validly issued, fully paid and nonassessable Common Stock, free and clear of all Liens and restrictions, other than Liens that might have been created by Xxxxxx and restrictions imposed by the Securities Act.
Sample 1
Series D Shares. Each Series D Share that is not a Treasury Share or a Dissenting Share will be cancelled and automatically converted into the right to receive, without interest and subject to any applicable withholding obligations, the greater of:
Sample 1
Series D Shares. Upon the Company's receipt of a facsimile or original of Holder's signed Notice of Conversion, the Company shall instruct its transfer agent to issue one or more Certificates representing that number of shares of Common Stock into which the Series D Shares are convertible in accordance with the provisions regarding conversion set forth in the subscription agreement entered into between the Holder and the Company. The Company's transfer agent or attorney shall act as Registrar and shall maintain an appropriate ledger containing the necessary information with respect to each Series D Share.
Sample 1
AutoNDA by SimpleDocs
Series D Shares. Each Series D Share issued and outstanding immediately prior to the Effective Time (other than any (A) Cancelled Shares and (B) Dissenting Shares) shall be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to the Series D Offer Price, without interest thereon. All such Series D Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and each holder of a certificate representing any such Series D Shares shall cease to have any rights with respect thereto, except the right to receive the Series D Offer Price with respect to each such Series D Share.
Sample 1

Related to Series D Shares

  • 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.

  • 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.

  • 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.

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

  • Conversion Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the “Conversion Shares” and the “Warrant Shares”, respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the “Shares”.

  • Purchase and Sale of Preferred Shares Upon the following terms and conditions, CDRD shall issue and sell to each Investor severally, and each Investor severally shall purchase from CDRD, the number of First Closing Shares and up to the number of Second Closing Shares indicated next to such Investor's name on Schedule I attached to this Agreement."

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

Time is Money Join Law Insider Premium to draft better contracts faster.