Examples of Parent Series F Preferred Stock in a sentence
The consideration for the Merger (the “Closing Merger Consideration”) will be paid to Target Members on a 1 for 10,000 exchange basis such that each one percent (1%) interest in Target resulting from the Target Membership Interests shall be exchanged for 10,000 shares of Parent Series F Preferred Stock.
If the foregoing calculation results in an assumed Company Option being exercisable for a fraction of a share of Parent Series F Preferred Stock, then the number of shares of Parent Series F Preferred Stock subject to such option will be rounded to the nearest whole number of shares.
No fractional shares of Parent Series F Preferred Stock shall be issued in the Merger.
The shares of Parent Series F Preferred Stock to be issued pursuant to Section 3.1 of this Agreement are duly authorized and reserved for issuance, and upon issuance thereof in accordance with this Agreement and the Agreement of Merger will be validly issued, fully paid and nonassessable.
The certificates for the shares of Parent Series F Preferred Stock to be issued in the Merger shall bear appropriate legends to identify such privately placed shares as being restricted under the Securities Act, to comply with applicable state securities laws and, if applicable, to notice the restrictions on transfer of such shares.
Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Series F Preferred Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Series F Preferred Stock.
In lieu thereof, any fractional share shall be rounded up to the nearest whole share of Parent Series F Preferred Stock.
From and after the Effective Date, until surrendered as contemplated by this Section 3.5, each Certificate shall be deemed for all corporate purposes to evidence the number of shares of Parent Series F Preferred Stock into which the shares of Company Capital Stock represented by such Certificate have been converted.
Notwithstanding anything to the contrary in this Section 3.5, none of the Exchange Agent, the Surviving Corporation or any Party hereto shall be liable to a holder of shares of Parent Series F Preferred Stock or Company Capital Stock for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law.
Promptly after the Effective Date, Parent shall make available for exchange in accordance with this Section 3, through such reasonable procedures as Parent may adopt, the shares of Parent Series F Preferred Stock issuable pursuant to Section 3.1 hereof in exchange for outstanding shares of Company Capital Stock.