Series C-3 Preferred definition
Examples of Series C-3 Preferred in a sentence
The rights, privileges and preferences of the Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C-1 Preferred Stock, Series C-3 Preferred Stock and Series D Preferred Stock are as stated in the Company Certificate of Incorporation.
Subject in part to the accuracy of the Investor’s representations set forth in Section 4 of this Agreement, the offer, sale and issuance of the Series C-3 Preferred Shares are, exempt from the qualification, registration and prospectus delivery requirements of the Securities Act and any other applicable securities Laws.
The Series Seed Preferred Stock, the Series A Preferred Stock, the Series B Preferred Stock, the Series C-1 Preferred Stock, the Series C-2 Preferred Stock, the Series C-3 Preferred Stock, and the Series D Preferred Stock are herein collectively referred to as the “Preferred Stock.” The Series C-1 Preferred Stock, the Series C-2 Preferred Stock, and the Series C-3 Preferred Stock are herein collectively referred to as the “Series C Preferred Stock”.
Except as set forth in Section 3.23 in the Disclosure Schedule, no finder, broker, financial advisor or other intermediary has acted on behalf of any Group Company or any of its Affiliates in connection with the offering of the Series C-3 Preferred Shares or the negotiation or consummation of this Agreement or the Transaction Documents or any of the transactions contemplated hereby or thereby.
The Investor has the knowledge, sophistication and experience necessary to make an investment decision like that involved in the purchase of the Series C-3 Preferred Shares and can bear the economic risk of its investment in the Series C-3 Preferred Shares.
Without limiting the breadth of the foregoing, Company will not cause the Series C-3 Preferred Stock into which this Warrant is exercisable or convertible to be converted into Common Stock unless such conversion is effected as part of the conversion of all Company’s outstanding series of preferred stock and other senior securities into Common Stock.
The Series C-3 Preferred Shares, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens (except for any restrictions on transfer under applicable Laws and under the Ancillary Agreements).
The Investor understands that the Series C-3 Preferred Shares are restricted securities within the meaning of Rule 144 under the Securities Act; and that the Series C-3 Preferred Shares are not registered or listed publicly.
The issuance of the Series C-3 Preferred Shares is not, and the issuance of the Conversion Shares will not be, subject to any preemptive rights, rights of first refusal or similar rights other than those that have been or will be duly waived prior to or at the Closing, as applicable.
The authorization, issuance, sale and delivery of Series C-3 Preferred Shares, and reservation for issuance of the Conversion Shares, has been taken or will be taken prior to the Closing.