Title of Shares. The Shares of BVR which will be issued to the Purchaser according to this Agreement, will be duly authorized, validly issued, fully paid, and non assessable, and free and clear of liens, security interests, pledges, charges, claims, encumbrances, pre-emptive rights or any other third party rights.
Title of Shares. As of the date hereof and as of immediately prior to the Closing, Cnova NV holds all the shares issued by Cnova Brazil, which are free and unencumbered of any burden, debts, issue, lien, claim, warranty, interest, restriction, participation or charge or any other ownership limitation (other than any restrictions on transfer arising under applicable securities Laws), and Cnova NV has valid and effective title of the shares. Cnova NV holds the exclusive voting rights, power and authority in relation to such shares, which have been fully and properly paid up. Cnova Brazil has not issued any other shares, commercial paper, bond, note or any title that may entitle any third party to subscribe to or that grants any third party any right to acquire any shares, interest or participation in the capital stock of Cnova Brazil. There is no preemptive right, right of first offer or first refusal or any right whatsoever to acquire, assign or transfer any share issued by Cnova Brazil to any third party.
Title of Shares. 8.375% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”) Number of Shares: 2,000,000 shares Option to Purchase Additional Shares: 300,000 shares Maturity: Perpetual (unless the Issuer decides to redeem the shares at its option or, under limited circumstances where the holders of the Series B Preferred Stock have a conversion right, such holders decide to convert the Series B Preferred Stock into the Issuer’s common stock) Trade Date: April 16, 2012 Settlement Date: April 19, 2012 (T+3) Dividend Rate: 8.375% per annum of the $25.00 per share liquidation preference (equivalent to approximately $2.09375 per annum per share) Dividend Payment Dates: Dividends on the Series B preferred stock will be payable quarterly in arrears on or about the 15th day of January, April, July and October of each year. The first dividend payment date for the Series B preferred stock sold in this offering will be July 16, 2012, since July 15, 2012 is a Sunday, and the dividend payable on that date will be in the amount of $0.500174 per share. If any date on which dividends are first payable is not a business day, then the dividend is paid on the next succeeding business day, and no interest or additional dividends or other sums accrues as a result of any such delay. Dividends on the Series B preferred stock will accumulate whether or not the Issuer has earnings, whether or not there are funds legally available for the payment of such dividends and whether or not such dividends are declared.
Title of Shares. Subject to the provisions of Articles 2284 and 2291 of the Federal Civil Code, the SELLER is bound to deliver on this date the administrative document from the CORPORATION, at its address, the final title of shares that protects ownership of the SHARES, to be canceled and the BUYER will be able to request the issue of the corresponding final title. FIFTH.
Title of Shares. 7.625% Series A Cumulative Redeemable Preferred Stock (“Series A Preferred Stock”) Number of Shares: 10,000,000 shares Overallotment Option: 1,500,000 shares Price to Public: $25.00 liquidation preference per share Maturity: Perpetual (unless redeemed by the Issuer on or after August 27, 2017 or redeemed by the Issuer pursuant to its special optional redemption right or converted by an investor in connection with a Change of Control (defined below)). Trade Date: August 16, 2012 Settlement Date: August 27, 2012 (T+7) Dividend Rate: 7.625% per annum of the $25.00 liquidation preference per share (equivalent to the fixed annual rate of $1.90625 per share).
Title of Shares. 7.50% Series H Cumulative Redeemable Preferred Shares of Beneficial Interest Number of Shares: 2,600,000 (2,990,000 shares if the underwriters’ over-allotment option is exercised in full) Maturity: Perpetual Trade Date: January 19, 2011 Settlement Date: January 24, 2011 (T+3) Distribution Rate: 7.50% per annum of the $25.00 liquidation preference (equivalent to $1.875 per annum per share) Distribution Payment Dates: January 15, April 15, July 15 and October 15, commencing April 15, 2011 Conversion Rights Upon the occurrence of a Change of Control, investors will have the right (unless, prior to the Change of Control Conversion Date, the Issuer has provided or provides notice of its election to redeem their Series H Preferred Shares) to convert some or all of their Series H Preferred Shares (the “Change of Control Conversion Right”) into a number of the Issuer’s common shares of beneficial interest, par value $0.01 per share, equal to the lesser of: • the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference per Series H Preferred Share to be converted plus the amount of any accrued and unpaid distributions to and including the Change of Control Conversion Date (unless the Change of Control Conversion Date is after a record date for a Series H Preferred Share distribution payment and prior to the corresponding Series H Preferred Share distribution payment date, in which case no additional amount for such accrued and unpaid distribution will be included in this sum) by (ii) the Common Share Price; and • 1.702 (the “Share Cap”), subject to certain adjustments; in each case, subject to provisions for the receipt of alternative consideration, as described in the preliminary prospectus supplement. If the Issuer has provided or provides a redemption notice, whether pursuant to the Issuer’s special optional redemption right in connection with a Change of Control or the Issuer’s optional redemption right, investors will not have any right to convert their Series H Preferred Shares in connection with the Change of Control Conversion Right and any Series H Preferred Shares subsequently selected for redemption that have been tendered for conversion will be redeemed on the related date of redemption instead of converted on the Change of Control Conversion Date.
Title of Shares. The Shares purchased by the respective Underwriters and any other securities purchased by you hereunder for their respective accounts shall remain the property of such Underwriters until sold and no title to any such Shares or other securities shall in any event pass to you, as Representatives, by virtue of any of the provisions of this Agreement.
Title of Shares. The Shareholders, and each of them, are the owners, free and clear of any liens and encumbrances, of the number of Client shares which are listed in the attached schedule and which they have contracted to exchange.
Title of Shares. 18 4.17 Miscellaneous........................................................18
Title of Shares. The Shares to be issued to HTI will be, at the closing, free and clear of all liens, security interests, pledges, charges, claims, encumbrances and restrictions of any kind. None of such Shares are or will be subject to any voting trust or agreement. No person holds or has any right to receive any proxy or similar instrument with respect to such shares, except as provided for in this Agreement, Acquirer is not a party to any agreement which offers or grants to any person the right to purchase or acquire any of the securities to be issued to the HTI. There is no applicable local, state or federal law, rule or regulation, or decree which would, as a result of the issuance of the Shares to HTI, impair, restrict, or delay HTI's voting rights with respect to the Shares.
