Examples of Purchaser Series B Stock in a sentence
The number of shares of Purchaser Series B Stock for which a Selling Securityholder’s shares of Company Capital Stock or Company Options are exchanged pursuant to this Article I (if any) shall be rounded down to the nearest whole number of shares of Purchaser Series B Stock.
All action on the part of the officers of Purchaser necessary for the execution and delivery of the Transaction Documents, the performance of 39 all obligations of Purchaser under the Transaction Documents to be performed as of the Closing, and the issuance and delivery of the shares of Purchaser Series B Stock issuable pursuant to this Agreement has been taken or will be taken prior to the Closing.
Based in part upon the representations of the Company and the Initial Selling Stockholders in Article 2 and Article 3, and subject to Section 4.5(b) below, the Purchaser Class A Common Stock issuable upon conversion of the shares of Purchaser Series B Stock issuable pursuant to this Agreement will be issued in compliance with all applicable federal and state securities laws.
All corporate action required to be taken by Purchaser’s board of directors and stockholders in order to authorize Purchaser to enter into the Transaction Documents, and to issue the shares of Purchaser Series B Stock issuable pursuant to this Agreement and the Purchaser Class A Common Stock issuable upon conversion of the shares of Purchaser Series B Stock issuable pursuant to this Agreement, has been taken or will be taken prior to the Closing.
The “Contingent Consideration Date” shall mean the earlier of (i) the date that is 30 months following the Closing Date and (ii) the date upon which $50 million in gross proceeds (net of transaction fees and expenses, including any broker fees, the “Contingent Threshold Amount”) is received by Purchaser from investors pursuant to bona fide equity financings in exchange for the issuance of Purchaser Series B Stock.
Assuming the accuracy of the representations of the Company and the Initial Selling Stockholders in Article 2 and Article 3 and subject to the filings described in Section 4.6 below, the shares of Purchaser Series B Stock issuable pursuant to this Agreement will be issued in compliance with all applicable federal and state securities laws.
For accounting purposes, the Purchaser Series B Stock is classified as equity and not as debt.
Schedule 4.8 sets forth a summary capitalization table showing the aggregate number of outstanding options and/or warrants for Purchaser Common Stock, options and/or warrants for Purchaser Series A Stock, options and/or warrants for Purchaser Series B Stock, and convertible debt as of April 28, 2004.