Issuer Preferred Stock definition

Issuer Preferred Stock means (if there is any Equity Consideration issued at the Closing) newly issued shares of Issuer’s Series A Cumulative Convertible Preferred Stock having the rights, privileges and preferences as stated in the Issuer Articles Supplementary. “IT Systems and Data” has the meaning set forth in Section 5.18. “Knowledge” means all facts that are actually known, (a) with respect to Seller, to Xxxxxxx Xxxxx and Xxxxxxxx Xxxxx, and (b) with respect to Buyer and/or Issuer, to Xxxxx Xxxxxx, Xxxxx Xxxx, Xxxx Xxxxxxxx and Xxx Xxxxx, in each case, without independent investigation (and shall in no event encompass constructive, imputed or similar concepts of knowledge), none of whom shall have any personal liability or obligations regarding such knowledge. “Lease” or “Leases” has the meaning set forth in Section 5.15(b). “Legal Requirement” means any law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, judgment, order, decree, treaty, rule, regulation, ruling or determination of an arbitrator or Government Entity. “Liability” means any liability or obligation of any kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including, without limitation, any liability for Taxes. “Lien” means any mortgage, pledge, lien, encumbrance, charge, assessment, deed of trust, lease, adverse claim, levy, restriction on transfer, any conditional sale or title retention agreement, or other security interest. “LLC Agreement” means the First Amended and Restated Limited Liability Agreement of the Company, dated as of October 1, 2018, as amended from time to time.
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Issuer Preferred Stock means the Issuer's Series A
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Issuer Preferred Stock has the meaning set forth in the recitals to this Agreement.
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Examples of Issuer Preferred Stock in a sentence

  • If the issuance of Issuer Preferred Stock is not issued in a registered securities transaction under the Securities Act, then Seller shall assist Issuer as may be necessary to comply with the applicable securities Legal Requirements and blue sky laws relating to the transactions contemplated by this Agreement.

  • All of the issued and outstanding shares of Issuer Common Stock and Issuer Preferred Stock are validly issued, fully paid-up and have been issued in full compliance with Issuer’s organizational documents.

  • Issuer is not, and after giving effect to the sale of the Issuer Preferred Stock (if there is any issued at the Closing) will not be, required to register as an “investment company” within the meaning of the 1940 Act.

  • When issued and delivered, the Issuer Preferred Stock will not be in violation of the preemptive or other similar rights of any securityholder of Issuer.

  • Exchange of Issuer Preferred Stock..........................................

  • All shares of Series A Convertible Preferred Stock to be (or deemed to be) issued in connection with the Financing after the Closing Date (as contemplated by the PPM), shall automatically, without any action on the part of the holders of such shares, be converted into (or be issued as) newly-issued shares of Issuer Preferred Stock on the same terms as described in SCHEDULE I-C and subparagraph c, above.

  • As of the close of business on January 29, 2018, there were: (a) an aggregate of 33,700,016 shares of Issuer Common Stock issued and outstanding, which number does not include 3,867,115 shares held in treasury; and (b) no shares of Issuer Preferred Stock issued and outstanding.

  • For the avoidance of doubt, all shares of Resulting Issuer Preferred Stock held by the Noteholder will be registered on the S-4 Registration Statement.

  • The authorized capital stock of Issuer consists solely of 100,000,000 authorized shares of Issuer Common Stock and 1,000,000 authorized shares of Issuer Preferred Stock.


More Definitions of Issuer Preferred Stock

Issuer Preferred Stock means the Issuer's Series A Convertible Preferred Stock, $.001 par value, as authorized on the date of this Agreement or to be authorized as of the Closing Date.
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Issuer Preferred Stock means the senior preferred convertible stock, par value $0.01 per share, of Issuer, which, subject to is convertible into a number of shares of a newly-created Issuer Non-Voting Common Stock.
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Related to Issuer Preferred Stock

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Series C Preferred Stock means shares of the Company’s Series C Preferred Stock, par value $0.0001 per share.

  • Series G Preferred Stock means the Corporation's Series G Convertible Preferred Stock, par value $0.004 per share.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

  • Series D Preferred Stock means shares of the Company’s Series D Preferred Stock, par value $0.00001 per share.

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

  • Series E Preferred Stock means the Series E Preferred Stock, par value $0.001, of the Company.

  • Series A Preferred Stock means shares of the Company’s Series A Preferred Stock, par value $0.00001 per share.

  • Permitted Preferred Stock means and refers to any Preferred Stock issued by a Borrower (and not by one or more of its Subsidiaries) that is not Prohibited Preferred Stock.

  • Qualified Preferred Stock means any preferred capital stock of Holdings or the Lead Borrower so long as the terms of any such preferred capital stock (x) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to the 91st day after the Latest Maturity Date at as of the date such Qualified Preferred Stock was issued other than (i) provisions requiring payment solely (or with provisions permitting Holdings or the Lead Borrower, as applicable, to opt to make payment solely) in the form of common Equity Interests or Qualified Preferred Stock of Holdings or the Lead Borrower, as applicable, or any Equity Interests of any direct or indirect Parent Company of Holdings or the Lead Borrower, as applicable, (ii) provisions requiring payment solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale are subject to the payment in full of all Obligations in cash (other than unasserted contingent indemnification obligations) or such payment is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder) and (iii) with respect to preferred capital stock issued to any plan for the benefit of employees of Holdings or the Lead Borrower, as applicable, or its Subsidiaries or by any such plan to such employees, provisions requiring the repurchase thereof in order to satisfy applicable statutory or regulatory obligations and (y) give Holdings or the Lead Borrower the option to elect to pay such dividends or distributions on a non-cash basis or otherwise do not require the cash payment of dividends or distributions at any time that such cash payment is not permitted under this Agreement or would result in a Default or Event of Default hereunder.

  • Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.

  • Series B Preferred Stock means shares of the Company’s Series B Preferred Stock, par value $0.00001 per share.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Class A Preferred Stock means the Class A Preferred Stock of the Company, par value $0.0001 per share.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Existing Preferred Stock means, collectively, the outstanding shares of the Series E 6% Convertible Preferred Stock of the Corporation.

  • Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.001 per share.

  • Series A-1 Preferred Stock means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.

  • Series C Preferred Units shall have the meaning provided in Section 1.

  • UST Preferred Stock means the Issuer’s Fixed Rate Cumulative Perpetual Preferred Stock, Series [●].

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.