Examples of Series D Stockholder in a sentence
Any Series D Stockholder may exercise the right to convert such shares into Common Stock pursuant to this Article V by delivering to the Corporation during regular business hours, at the office of the Corporation or any transfer agent of the Corporation or at such other place as may be designated by the Corporation, the certificate or certificates for the shares to be converted (the “Series D Preferred Certificate”), duly endorsed or assigned in blank to the Corporation (if required by it).
For purposes of clarification, the parties acknowledge that any other rights to elect persons to the Board of Directors of the Company which NIP (as Series C and Series D Stockholder) and NPV2 (as Series H Stockholder) may have had pursuant to Article 5 of the Investor Rights Agreement shall be exercisable by the Transferee following completion of the Transaction.
Except for Transfers to a Permitted Transferee, no Series D Stockholder shall Transfer any share of Series D Stock owned by such Series D Stockholder except in accordance with the terms of this Certificate of Incorporation.
The Stockholder Voting Agreements constitute the valid and legally binding obligations of each of the Series D Stockholder listed on Schedule C.
The shares of Series E Preferred Stock that may be purchased by any Series D Stockholder pursuant hereto shall be deemed to be “VB Securities” of such person for purposes of that certain Stockholder Agreement, dated August 17, 2007, among the Company, HIG and the holders of Series D Preferred Stock of the Company.
Acquiror, and the Stockholder Representative as to each Series D Stockholder, shall represent that the correct TIN assigned by the Internal Revenue Service (“IRS”) or any other taxing authority to it, or in the case of the Stockholder Representative to each Series D Stockholder, will be forwarded to Escrow Agent.
The Company shall not grant any registration rights to any other holder of any Stock unless such rights are subordinate and subject to the exercise of any rights granted to each Series B, Series C and Series D Stockholder pursuant to this Section 9.
The shares of Series E Preferred Stock that may be purchased by any Series D Stockholder pursuant hereto shall be deemed to be "VB Securities" of such person for purposes of that certain Stockholder Agreement, dated August 17, 2007, among the Company, HIG and the holders of Series D Preferred Stock of the Company.
All disbursements by the Stockholder Representative shall be made to the Series D Stockholders in the proportions of cash and Acquiror Common Stock establish under Section 3.1 such that no Acquiror Common Stock will be disbursed to any Series D Stockholder who has not certified in a security holder questionnaire that such Series D Stockholder is an Accredited Investor or a Sophisticated Investor.
If any Series D Preferred Stockholder or any of its Affiliates is required to file the Corporation’s financial statements in their SEC Reports, the Corporation will authorize its independent accounting firm to cooperate with such Series D Preferred Stockholder and deliver to such Series D Stockholder any accountants’ comfort letters which may be needed in connection with securities offerings by such Series D Preferred Stockholder.