Class AA Preferred Stock definition
Examples of Class AA Preferred Stock in a sentence
As of the date hereof, 11,612,594 shares of Common Stock, 11,700 shares of Class AA Preferred Stock, 10,000 shares of Series A Preferred Stock, 8,854 shares of Series B Preferred Stock, no shares of Series C Preferred Stock, 60,000 shares of Series D Preferred Stock and 2,500 shares of Series E Preferred Stock were outstanding.
The Common Stock issuable upon conversion of the Class AA Preferred Stock shall have been approved for listing on NASDAQ.
Investor understands that the Class AA Preferred Stock and the Common Stock into which it may have been converted will carry legends required by Law.
The Company shall cause the shares of Common Stock reserved for issuance pursuant to the exercise or conversion of the Class AA Preferred Stock to be approved for listing on NASDAQ, subject to official notice of issuance.
The Company, Investor, and Mineral del Norte, S.A. de C.V., a Mexican sociedad anonima, intend to enter into a Stock Purchase Agreement (the “Purchase Agreement”), providing for, among other things, the purchase by Investor of up to 31,300,297 shares of Class AA Preferred Stock pursuant to the terms and conditions of the Purchase Agreement (the “Investment”).
For the avoidance of doubt, Investor shall not be obligated to: (i) purchase a number of shares of Series AA-1 Preferred Stock in excess of the Committed Series AA-1 Shares less the number of shares of Series AA-1 Preferred Stock previously purchased at a Subsequent Closing, or (ii) purchase Class AA Preferred Stock with an aggregate purchase price greater than Investor’s Commitment less the aggregate purchase price for Class AA Preferred Stock previously paid hereunder (the “Remaining Commitment”).
In particular, the Investor is aware that the Class AA Preferred Stock may not be sold pursuant to Rule 144 promulgated under the Securities Act unless all of the conditions of that rule are met.
Assuming the accuracy of the Investor’s representations and warranties set forth in this Agreement, the offer, sale and issuance of the shares of Class AA Preferred Stock as contemplated by this Agreement are exempt from the registration and prospectus requirements of the Securities Act, and any other applicable securities Law, and will be issued in compliance with all applicable federal and state securities and blue sky Laws.
Each Unit entitles the Grantee to the issuance of one share of the Class AA Preferred Stock of the Corporation (a “Share”) subject to the vesting requirements, restrictions and other conditions stated herein, but does not entitle the Grantee to any of the rights of a Corporation shareholder except as otherwise stated herein.
Subject to the terms and conditions hereof, on ------------- September 30, 1997, the Purchaser will purchase and acquire from the Company, and the Company will sell, convey, assign, transfer and deliver to the Purchaser, 11,700 shares of Class AA Preferred Stock and 375,000 Warrants, and the Purchaser will pay to the Company the Purchase Price for such shares of Preferred Stock (the "First Closing").