Preferred Equity Shares definition
Examples of Preferred Equity Shares in a sentence
Subject to the express terms of any other series of Preferred Equity Shares outstanding at the time, the Board of Directors may increase or decrease the number of shares or alter the designation or classify or reclassify any unissued shares of a particular series of Preferred Equity Shares by fixing or altering in any one or more respects from time to time before issuing the shares any terms, rights, restrictions and qualifications of the shares.
The issuance of the Preferred Equity Shares and the shares of Common Stock to be issued upon the conversion of the Preferred Equity Shares (the “Conversion Shares”) have been duly authorized by all necessary corporate action.
The number of Preferred Equity Shares issuable to Borrower upon the Conversion shall equal the quotient obtained by dividing (a) (i) Outstanding Principal Balance plus (ii) the Base Interest (as defined in the Note) plus (iii) the Deferred Compounded Interest (as defined in the Note) by (b) the $9.58 (the “Conversion Price”).
On the Conversion Date, Borrower shall deliver to the Lender (i) one or more stock certificates registered in the name of the Lender, representing the number of the Preferred Equity Shares being purchased by the Lender pursuant to this Agreement, and (ii) the Bringdown Certificate dated as of the Conversion Date.
For the calculation of the pro-rata share purchase under such “pre-Phase I Equity Event Pre-emptive Right”, the 25’000 Preferred Equity Shares shall be counted as if they have been assigned to Merck Serono on the Effective Date.
The Preferred Equity Shares to be issued as of the Conversion Date and the Conversion Shares, if and when issued, will be validly issued, fully paid and non-assessable.
Based in part upon and assuming the accuracy of the representations of the Lender in Section 10.4, the offering, sale and issuance of the Securities, including the issuance of the Preferred Equity Shares upon the Conversion and the issuance of the Conversion Shares, does not require registration under the Securities Act or applicable state securities and “blue sky” Laws.
Except as set forth on Schedule 10.3.8, no material consent, approval or authorization of, or declaration to or filing with, any Person is required by Borrower for the valid issuance and delivery of the Preferred Equity Shares or the Conversion Shares, other than those consents, approvals, authorizations, declarations or filings which have been obtained or made, as the case may be.
All transfer, stamp (including documentary stamp taxes, if any, and other similar taxes with respect to the purchase and sale of the Securities and the issuance of the Preferred Equity Shares and the Conversion Shares, shall be borne by Borrower.
Except as set forth on Schedule 10.3.5, no material consent, approval or authorization of, or declaration to or filing with, any Person is required by Borrower for the valid issuance and delivery of the Preferred Equity Shares or the Conversion Shares, other than those consents, approvals, authorizations, declarations or filings which have been obtained or made, as the case may be.