Examples of Company Preferred B Shares in a sentence
The Investor has not agreed to give any Person any interest or right in the Company Preferred B Shares.
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 the Investor, and the Investor shall purchase from the Company, the Company Preferred B Shares.
Other than the fees payable to Xxxxx & Company, LLC in connection with the consummation of the Business Combination, no commission or other remuneration has been paid by PubCo for soliciting the exchange of the Company Preferred B Shares for the Exchange Securities as contemplated by the Exchange Documents.
The issuance of the Company Preferred B 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.
The parties agree that the Company Preferred B Shares shall be issued by the Company in book form and without the issuance of stock certificates.
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 Purchase Closing Time (x) the Investor shall pay the Purchase Price to the Company and (y) the Company shall credit the Investor with the Company Preferred B Shares on its books and records and have its transfer agent record the shares in its direct registration system.
The Investor understands that the Company Preferred B 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.
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").
The Investor is acquiring the Company Preferred B Shares purchased hereunder for its own account for investment and not with a view towards the resale, transfer or distribution thereof, nor with any present intention of distributing such Company Preferred B Shares, in each case in violation of the 1933 Act.