Examples of Company Preferred A Shares in a sentence
The Parties hereby agree that in the event that the Share Purchase is consummated under this Agreement, but the Business Combination is not consummated within five (5) Business Days thereafter, unless otherwise agreed by Purchaser, at the end of such five (5) Business Day period, the Company Preferred A Shares will be automatically redeemed by the Company in exchange for an aggregate amount in cash equal to the Purchase Price of $10,500,000.
The parties agree that the Company Preferred A Shares shall be issued by the Company in book form and without the issuance of stock certificates.
Purchaser understands that the Company Preferred A Shares being purchased hereunder have not been registered under the 1933 Act, nor qualified under any foreign or state securities laws, and that they are being offered and sold pursuant to an exemption from such registration and qualification based in part upon the representations of such Investor contained herein.
Upon the terms and subject to the conditions set forth herein, subject to the satisfaction or waiver of all of the conditions set forth in Section 1(b) of this Agreement, at the Purchase Closing Time, the Company shall issue and sell to Purchaser, and Purchaser shall purchase from the Company, the Company Preferred A Shares.
The issuance of the Company Preferred A Shares is duly authorized and upon issuance in accordance with the terms of the Exchange Documents and the certificate of incorporation and bylaws of the Company shall be validly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances with respect to the issue thereof.
At the Purchase Closing Time (x) Purchaser shall pay the Purchase Price to the Company and (y) the Company shall credit Purchaser with the Company Preferred A Shares on its books and records.
Purchaser has not agreed to give any Person any interest or right in the Company Preferred A Shares.
At the close of business on December 12, 1997 (i) 13,514,094 Company Shares were issued and outstanding; (ii) 44,399 shares of Company Preferred A Shares were issued and outstanding; and (iii) 26,989 shares of Company Preferred B Shares were issued and outstanding.
At the Closing Time, in accordance with the terms of the Merger Agreement, since Purchaser is merging with and into Tempus and Tempus will become a wholly-owned subsidiary of Tempus, the Company Preferred A Shares shall be cancelled and extinguished in the Parent Merger without any conversion thereof or payment therefor.
As of the date hereof, the authorized capital stock of the Company consists of 36,000,000 Company Shares and 150,000 shares of cumulative preferred stock, $50 par value per share (the "Company Preferred A Shares") and 200,000 shares of cumulative preferred stock, $100 par value per share (the "Company Preferred B Shares").