Examples of Series D Certificate of Designations in a sentence
The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of holders of at least 80% of the Exchange Shares then outstanding, including by merger or consolidation, except pursuant to a Change of Control (as defined in Section 4(b) of the Series D Certificate of Designations) with respect to which the Company is in compliance with Section 4 of the Series D Certificate of Designations and Section 4(b) of the Exchange Warrants.
The Company shall have provided the appropriate notice to the holders of the Series B Shares in compliance with Section 6 of the Series D Certificate of Designations at least five days prior to the Effective Time and shall not have rescinded such notice in any manner.
No consideration shall be offered or paid to any person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents or the Series D Certificate of Designations unless the same consideration also is offered to all of the parties to the Transaction Documents or holders of Exchange Shares, as the case may be.
The parties agree that, unless waived in writing by each of the Investors, the Merger will not be deemed to be on substantially the same terms as set forth in the Draft Merger Agreement if the Triggering Event (as defined in the Series D Certificate of Designations) set forth in Section 3(b)(v) or 3(b)(vi) of the Series D Certificate of Designations shall be deemed to have occurred.
The Preferred Shares are duly authorized and, upon issuance in accordance with the terms hereof, shall be (i) validly issued, fully paid and non- assessable, (ii) free from all taxes, liens and charges with respect to the issue thereof and (iii) entitled to the rights and preferences set forth in the respective Series D Certificate of Designations or Series E Certificate of Designations.