Examples of Preferred Instrument in a sentence
Each Holder has, and at all times under this Omnibus Series A Preferred Instrument will maintain, a custody account in good standing with Prime Trust pursuant to a valid and binding custody account agreement.
This Omnibus Series A Preferred Instrument constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
The Subscriber acknowledges and agrees that the Custodian shall vote, execute consents, and otherwise make elections pursuant to the terms of the Omnibus Series A Preferred Instrument.
The Subscriber understands that no public market now exists for any of the securities issued by the Company, and that the Company has made no assurances that a public market will ever exist for the Omnibus Series A Preferred Instrument, the underlying securities or any other class of the Company’s securities.
The Subscriber understands that no federal, state or other agency has passed upon the merits or risks of an investment in the Omnibus Series A Preferred Instrument and the underlying securities or made any finding or determination concerning the fairness or advisability of such investment.
The Subscriber agrees, acknowledges, warrants and covenants that (1) the Custodian will and shall sign the Omnibus Series A Preferred Instrument as legal record owner of the Series A Preferred; and (2) the Subscriber hereby authorizes the Custodian to execute, deliver to the Company an executed counterpart signature page and/or version to the Company of, and become the legal record owner of the Series A Preferred and the legal party to the Omnibus Series A Preferred Instrument.
Subscriber further understands and agrees that its Beneficial Interest and the securities to be acquired by the Subscriber thereunder shall be subject to further the terms and conditions set forth in the Omnibus Series A Preferred Instrument, including without limitation the transfer restrictions set forth in Section 5 of the Omnibus Series A Preferred Instrument and, as applicable, Section 5 of this Agreement.
The Subscriber understands and acknowledges that as the holder of a Beneficial Interest, the Subscriber shall have no voting, information or inspection rights with respect to the Company, aside from any disclosure requirements the Company is required to make under relevant securities regulations, or as provided in the Omnibus Series A Preferred Instrument.
Prime Trust agrees to take any and all actions determined in good faith by the Company’s board of directors to be advisable to reorganize this Omnibus Series A Preferred Instrument and any shares of Capital Stock issued pursuant to the terms of this Omnibus Series A Preferred Instrument into a special purpose vehicle or other entity designed to aggregate the interests of the Holders.
Each of this Agreement and the Omnibus Series A Preferred Instrument constitutes a legal, valid and binding obligation of the Subscriber, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.