Examples of Series B Preference Shares in a sentence
The Purchaser understands that the Series B Preference Shares and Warrants are “restricted securities” under applicable United States federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Series B Preference Shares and Warrants indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities or an exemption from such registration and qualification requirements is available.
By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Series B Preference Shares or Warrants.
The Series B Preference Shares and Warrants, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be duly authorized, validly issued as fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under this Agreement, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser.
A Purchaser’s “Pro Rata Share” for means the ratio of (a) the number of the Ordinary Shares issued or issuable upon conversion of the Series B Preference Shares owned by such Purchaser, to (b) the Fully Diluted Share Number.
The Preference Shareholders are also entitled to piggyback registration rights if at any time Third Point Re registers SiriusPoint Series B Preference Shares for its own account, subject to customary “cut-back” exceptions.