C Conversion Shares definition
Examples of C Conversion Shares in a sentence
At the time of the Closing, the sale and issuance of the Securities, the GE Warrants, the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares and the GE Warrant Shares shall be legally permitted by all laws and regulations to which the Company and the Purchaser are subject.
The offer and sale of the Series C Purchased Shares under this Agreement, and the issuance of the Series C Conversion Shares upon conversion thereof are or shall be exempt from the registration requirements and prospectus delivery requirements of the Act, and from the registration or qualification requirements of any other applicable securities laws and regulations.
As of the closing of the Offering, the Company’s issued and outstanding Equity Securities shall consist solely of (i) 51 Preferred Series A shares, (ii) Common Shares issued as of the date of the closing of the Offering (and taken into account in determining the Cancellation Shares), (iii) the Cancellation Shares, (iv) the Series C Conversion Shares, (v) the Options, (vi) the Offering Shares and (vii) the Offering Warrants.
The Series C Purchased Shares and the Series C Conversion Shares will be acquired for each Series C Purchaser’s own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof.
In the event the Lender receives net proceeds from the sale of Series C Conversion Shares or Common Stock equal to the Advisory Fee, and the Lender still has Advisory Fee Shares, Series C Conversion Shares, or other Common Stock issued under this Section 2.5(f) (the “Advisory Common Stock”) remaining to be sold, the Lender shall return all such remaining shares to the Borrower.
The parties hereto hereby acknowledge and agree that from and after the Closing Date, the Series C Note shall be eligible to be converted into Series C Conversion Shares pursuant to Section 3(e)(i) of the Series C Note at the Alternate Conversion Price (as defined in the Series C Note).
At the time of the Closing, the sale and issuance of the Securities, the Carlyle Warrants, the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares and the Carlyle Warrant Shares shall be legally permitted by all laws and regulations to which the Company and the Purchaser are subject.
It is expressly understood among the parties that the term "Common Holders", as used herein, shall include, without limitation, holders of Series B Conversion Shares and/or Series C Conversion Shares (each as defined below).
Notwithstanding anything to the contrary contained in this Section 6.14(c), the Purchaser shall not need any approval by any directors, the Board of Directors or any stockholders under this Section 6.14 in order to transfer, sell or assign any of its Series C Conversion Shares in the circumstances and the persons set forth in clauses (i), (ii) and (iii) of Section 6.14(b).
Notwithstanding anything contained in this Section to the contrary, the Borrower shall have the right to redeem any Advisory Fee Shares, Series C Conversion Shares, or Advisory Common Stock then in the Lender’s possession for an amount payable by the Borrower to Lender in cash equal to the Advisory Fee, less any net cash proceeds received by the Lender from any previous sales of Series C Conversion Shares, or Advisory Common Stock.