Examples of Buyer Series A Preferred Stock in a sentence
In the event that the Certificate of Designation for the Buyer's Series A Preferred Stock has not been filed with the appropriate Delaware authorities at the Closing Date, the parties will nevertheless close the transaction, based upon Buyer's covenant to file such Certificate of Designation and to issue the Buyer Series A Preferred Stock immediately thereafter.
The authorized capital stock of Buyer consists of (i) 50,000,000 shares of common stock, par value $0.0001 per share (“Buyer Common Stock”), 10,000,000 of which are issued and outstanding and (ii) 25,000,000 shares of preferred stock, $0.0001 par value, of which 13,000,000 shares have been designated as Series A Preferred Stock (“Buyer Series A Preferred Stock”), of which 11,381,999 shares of Buyer Series A Preferred Stock are issued and outstanding.
In such case, stock certificates representing such Buyer Series A Preferred Stock will be conditionally delivered to Seller at the Closing to be effective immediately upon the filing of the Certificate of Designation.
Upon the terms and subject to the conditions set forth in this Agreement, in reliance on the representations, warranties, covenants and agreements of the parties contained herein, the consideration for the sale and transfer of the Purchased Interests on the Closing Date shall consist of (i) 8,999,900 shares of Buyer Common Stock (the "Common Share Consideration") and (ii) 100 shares of Buyer Series A Preferred Stock (the "Preferred Share Consideration").
Buyer has reserved 558,740 shares of Buyer Series A Preferred Stock for issuance pursuant to that certain Warrant, dated as of April 25, 2017, in favor of MDB Capital Group, LLC.
The respective rights, preferences, privileges, and restrictions of the Buyer Series A Preferred Stock and the Buyer Common Stock are as stated in the certificate of incorporation (including the Series A Certificate of Designations) of the Buyer.
The Buyer Series A Preferred Stock to be issued to Bayou City, Highbridge and Management hereunder upon Closing, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), the Organizational Documents, commitments or agreements to which Buyer is a party or by which it is bound.
For purposes of federal and other taxes based on income, the parties agree that JMI will be treated as the owner of the Buyer Series A Preferred Stock held in the Buyer Holdback Fund and will be obligated to report all income, if any, that is earned on, or derived from, the Buyer Series A Preferred Stock held in the Buyer Holdback Fund as income of JMI, in the taxable year or years in which such income is properly includible, and shall be obligated to pay any taxes attributable thereto.
The authorized capital stock of Buyer consists of (i) 60 million shares of Buyer Common Stock, of which, as of the date of this Agreement, 16,425,606 shares are issued, excluding 1,052,286 shares held in the treasury of the Buyer and (ii) 2 million shares of Preferred Stock, par value $0.01 per share, of which 200,000 have been designated as Series A Junior Participating Preferred Shares ("Buyer Series A Preferred Stock"), none of which, as of the date of this Agreement, is issued and outstanding.
All outstanding shares of Buyer Common Stock, Buyer Series A Preferred Stock and Buyer Series B Preferred Stock have been duly authorized, validly issued, fully paid and are nonassessable and free of any liens or encumbrances other than any liens or encumbrances created by or imposed upon the holders thereof.