Shares of Preferred Stock that have been issued and reacquired by the Company in any manner, including shares of Preferred Stock purchased or redeemed or exchanged or converted, shall (upon compliance with any applicable provisions of the laws of Delaware) upon such reacquisition be automatically cancelled by the Company and shall not be reissued.
Shares of Preferred Stock. The number of shares of Preferred Stock which will represent each Annual Investment (the "Annual Investment Share Count") shall be determined by dividing the amount of the Annual Investment being made by One ($1.00)
Shares of Preferred Stock and all shares of Common Stock issuable pursuant to the conversion of the Series B Preferred Stock Legend. The Shares shall bear the following or similar legend: "THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."
Shares of Preferred Stock. Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Preferred Stock held as treasury stock or held or owned by the Purchaser Parties immediately prior to the Effective Time, which shares shall be cancelled without any payment being made in respect thereof, or any Dissenting Shares (to the extent provided in Section 2.11)) shall automatically be converted into the right to receive the applicable Preferred Stock Per Share Amount, plus the Additional Merger Consideration, if any, plus the Net Revenue Earnout Payment, if any. All shares of Preferred Stock converted into the right to receive the applicable Preferred Stock Per Share Amount, plus the Additional Merger Consideration, if any, plus the Net Revenue Earnout Payment, if any, pursuant to this Section 2.1.3 shall no longer be outstanding and shall automatically, without any action on the part of the holders thereof, be cancelled and shall cease to exist after the Effective Time.
Shares of Preferred Stock of the Corporation may be issued from time to time in one or more classes or series, each of which class or series shall have such distinctive designation and title as shall be fixed by the Board of Directors of the Corporation (the “Board of Directors”) prior to the issuance of any shares thereof. The Board of Directors is hereby authorized to fix the designation and title for each such class or series of Preferred Stock, to fix the voting powers, whether full or limited, or no voting powers, and such powers, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, and to fix the number of shares constituting such class or series (but not below the number of shares thereof then outstanding), in each case as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof pursuant to the authority hereby expressly vested in it.
Shares of Preferred Stock. For convenience, the conversion of all or a portion, as the case may be, of the Preferred Stock into the Common Stock is also hereinafter sometimes referred to as a conversion.
Shares of Preferred Stock. The following description sets forth general terms and provisions of the preferred stock to which any prospectus supplement may relate. The statements below describing the preferred stock are in all respects subject to and qualified in their entirety by reference to our charter, bylaws, and any certificate of designation, designating terms of a series of preferred stock. The outstanding shares of our preferred stock have been validly issued, fully paid, and non-assessable. Because our board of directors has the power to establish the preferences, powers and rights of each series of preferred stock, our board of directors may afford the holders of any series of preferred stock preferences, powers and rights, voting or otherwise, senior to the rights of our common stockholders. The issuance of our preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments and payments upon a liquidation. In addition, the issuance of preferred stock could have the effect of delaying, deferring or preventing a change of control of the Company or other corporate action. The rights, preferences, privileges and restrictions of our outstanding series of preferred stock are, and of each additional series of preferred stock, when and if issued in the future will be, fixed by the certificate of designation relating to the series. A prospectus supplement, relating to each series, will specify the terms of the preferred stock, as follows: · the title and stated value of the preferred stock; · the voting rights of the preferred stock, if applicable; · the preemptive rights of the preferred stock, if applicable; · the restrictions on alienability of the preferred stock, if applicable; · the number of shares offered, the liquidation preference per share and the offering price of the shares; · liability to further calls or assessment of the preferred stock, if applicable; · the dividend rate(s), period(s) and payment date(s) or method(s) of calculation applicable to the preferred stock; · the date from which dividends on the preferred stock will accumulate, if applicable; · the procedures for any auction and remarketing for the preferred stock, if any; · the provision for a sinking fund, if any, for the preferred stock; · the provision for and any restriction on redemption, if applicable, of the preferred stock; · the provision for and any restriction on repurchase, if applicable, of the preferred s...
Shares of Preferred Stock. All of the issued and outstanding shares of common stock of TFS-LTD immediately prior to this Share Exchange are, and all shares of common stock of TFS-LTD when issued in accordance with the terms hereof will be, duly authorized, validly issued, fully paid and non-assessable, will have been issued in compliance with all applicable securities laws and corporate laws of Delaware and will have been issued free of preemptive rights of any security holder. The issuance of all of the shares of TFS-LTD described in this Section 2.2 have been, or will be, as applicable, in compliance with U.S. federal and state securities laws and state corporate laws and no stockholder of TFS-LTD has any right to rescind or bring any other claim against TFS-LTD for failure to comply with the Securities Act, or state securities laws.
Shares of Preferred Stock. The Company hereby agrees to issue and deliver to the Buyer at the Closing and, subject to the terms and conditions set forth herein, the Buyer agrees to receive from the Company, 3,653,972 Preferred Shares, Series A (the "Purchased Shares").
Shares of Preferred Stock. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then the Company's obligation to file the Registration Statement shall be delayed without penalty for not more than ten (10) days. The Company shall not be allowed to exercise its Call rights under the Securities Purchase Agreement within days following the occurrence of a Potential Material Event. In the event there are any blackout periods in effect for any reason which extend beyond the time period allotted above, the Company shall pay to the Holders on a pro rata basis by wire transfer, as liquidated damages for such blackout periods, three (3%) percent of the principal amount of the Securities for each month thereafter (or part thereof) until the blackout period is no longer in effect. The Company must give Holder notice in writing at least two (2) business days prior to the first day of the period and the Holder shall continue to have the right to convert Shares during this blackout notice period.
