Winc Preferred Shares definition

Winc Preferred Shares shall have the meaning set forth in the recitals to this Agreement.
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Examples of Winc Preferred Shares in a sentence

  • The Seller is an “accredited investor” as defined in Regulation D under the Securities Act, and is able to bear the economic risk of holding the Winc Preferred Shares for an indefinite period, and, individually or with the Seller’s advisors, has knowledge and experience in financial and business matters such that the Seller is capable of evaluating the risks of the investment in the Winc Preferred Shares.

  • The sale of the Winc Preferred Shares is not, and the subsequent conversion of the Winc Preferred Shares will not be, subject to any preemptive rights, rights of first refusal or similar rights which have not been properly waived or complied with.

  • Based in part upon the representations of the Seller in Section 3 of this Agreement, the Winc Preferred Shares will be issued in compliance with the Securities Act and all applicable securities laws.

  • The Winc Preferred Shares, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Preferred Financing Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by the Seller.

  • The Seller does not have any agreement or arrangement, formal or informal, with any Person to sell or transfer all or any part of any of the Winc Preferred Shares and the Seller does not have any plans to enter into any such agreement or arrangement.

  • The aggregate consideration for the Purchased Assets shall be four million four hundred fifty seven thousand dollars ($4,457,000.00), subject to adjustment in accordance with Section 2.05 (as adjusted, the “Purchase Price”), plus the Winc Preferred Shares, plus the assumption of the Assumed Liabilities, plus the Performance Earn-Out Amounts, if any.

  • The Seller is receiving and will hold the Winc Preferred Shares solely for its own account and investment purposes and not with a view to resale or distribution thereof, in whole or in part, in violation of applicable federal or state securities Laws.

  • The Seller understands that no public market now exists for any of the Winc Preferred Shares and that no assurance have been made that a public market will ever exist for such securities.

  • The aggregate consideration for the Purchased Assets shall be four million four hundred fifty seven thousand dollars ($4,457,000.00), subject to adjustment in accordance with Section 2.05 (as adjusted, the “PURCHASE PRICE”), plus the Winc Preferred Shares, plus the assumption of the Assumed Liabilities, plus the Performance Earn-Out Amounts, if any.

Related to Winc Preferred Shares

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.

  • Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series C Preferred Stock means shares of the Company’s Series C Preferred Stock, par value $0.001 per share.

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

  • Series A-1 Preferred Shares means the Company’s series A-1 preferred shares, par value US$0.00001 per share.

  • Series B Preferred Stock means shares of the Company’s Series B Preferred Stock, par value $0.0001 per share.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • Series D Preferred Stock means shares of the Company’s Series D Preferred Stock, par value $0.001 per share.

  • Series A Preference Shares means the Series A Preference Shares of £0.05 each in the capital of the Company.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series G Preferred Stock means the Corporation's Series G Convertible Preferred Stock, par value $0.004 per share.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • Series E Preferred Stock means shares of the Company’s Series E Preferred Stock, par value $0.0001 per share.

  • Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.0001 per share.

  • Existing Preferred Stock means, collectively, the outstanding shares of the Series E 6% Convertible Preferred Stock of the Corporation.

  • Series A Preferred Stock means shares of the Company’s Series A Preferred Stock, par value $0.0001 per share.

  • Series C Preferred Units shall have the meaning provided in Section 1.

  • Voting Preferred Stock means, with regard to any matter as to which the holders of Series T are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series T) that rank equally with Series T either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.

  • Company Preferred Shares shall have the meaning set forth in Section 4.2(a).