Issuance of Series A Preferred Shares Sample Clauses

Issuance of Series A Preferred Shares. Pursuant to the authority granted to BDFC in its Board of Directors’ Resolution based on the Amendment to the Certificate of Incorporation dated July 5, 2005, BDFC hereby issues to the Purchasers an aggregate of 373,595,592 shares of its preferred stock (the “Series A Preferred Shares”).
Sample 1
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Issuance of Series A Preferred Shares. Each of the Operating Partnership, the Company and the Advisor acknowledges and agrees that, pursuant to the terms of the LPA Amendment and that certain Escrow Agreement, dated as of the date hereof (the “Escrow Agreement”), among the Operating Partnership, the Company, the Investor and Sidley Austin LLP, as escrow agent (the “Escrow Agent”), upon the occurrence of an Optional Repurchase Event (as such term is defined in the LPA Amendment), the Investor shall have the right (i) to exchange Preferred Units for Series A Preferred Shares in whole or in part and from time to time and (ii) in doing so, to cause the Escrow Agent to (A) file the Articles Supplementary with the SDAT, (B) deliver to the Investor certificate(s) representing the number of Series A Preferred Shares for which such Preferred Units are being exchanged, in each case pursuant to and in accordance with the terms of the LPA Amendment and the Escrow Agreement, as applicable, and (C) release the Amended and Restated Bylaws of the Company (the “Amended Bylaws”) from escrow. In connection with the foregoing and any other related matters under the LPA Amendment, the Escrow Agreement or otherwise (all of such matters being referred to, collectively, as the “Preferred Share Exchange Activities”), each of the Operating Partnership, the Company and the Advisor agrees to diligently and promptly cooperate in good faith with the Investor and to perform any and all actions requested by the Investor or that are otherwise necessary or desirable for the performance by any of the Escrow Agent, the Company, the Advisor or the Investor of the Preferred Share Exchange Activities, including but not limited to, (i) executing and delivering any and all agreements, documents and other instruments that may be required by the Escrow Agent, the Company, the Investor or the SDAT in connection with the foregoing; (ii) promptly notifying the Investor and the Escrow Agent of any adjustments in the Exchange Rate (as such term is defined in the LPA Amendment); (iii) modifying, re-executing and re-delivering to the Escrow Agent the Articles Supplementary, the certificates representing the Series A Preferred Shares, the Amended Bylaws and any other Escrow Documents (as such term is defined in the Escrow Agreement) at any time or from time to time to the extent deemed necessary or appropriate by the Investor as the result of the occurrence of one or more events subsequent to the date of this Agreement that would otherwise caus...
Sample 1
Issuance of Series A Preferred Shares. Upon execution of this Agreement by Purchaser and the Company, Purchaser’s execution and delivery to the Company of the Assignment and Purchaser’s delivery to the Company of the Common Stock Certificates, duly endorsed by Purchaser for transfer to the Company, the Company shall issue a duly-executed certificate evidencing the Series A Preferred Shares in the name of Purchaser.
Sample 1
Issuance of Series A Preferred Shares. Promptly after (i) the receipt and acceptance of properly exercised Subscription Certificates and receipt of payment of the Subscription Price for Series A Preferred Shares in the Basic Subscription and (ii) the determination of the number of Series A Preferred Shares, if any, to be issued to each Registered Holder who subscribes and pays for Series A Preferred Shares through the Oversubscription Privilege, the Subscription Agent shall issue and deliver to the Registered Holder so exercising Rights a stock certificate evidencing the aggregate of (a) the number of Series A Preferred Shares purchased in the Basic Subscription and (b) with respect to any Registered Holder whose Oversubscription is accepted, the number of Series A Preferred Shares purchased in the Oversubscription.
Sample 1
Issuance of Series A Preferred Shares. Concurrently with the execution of this Amendment No. 1, the Investor is contributing $20 million to the Company pursuant to Section 4.3 of the Agreement to fund a portion of the DOI Capital Requirement. The Company and the Investor agree that, notwithstanding the formula set forth in Section 4.3 for determining the number of Series A Preferred Shares to be issued to the Investor in respect of such contribution, the Investor and the Company agree that, in consideration for such contribution, the Company shall issue to the Investor 20,000 Series A Preferred Shares, having an aggregate liquidation value equal to the amount contributed to the Company by the Investor.
Sample 1

Related to Issuance of Series A Preferred Shares

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

  • Purchase of Preferred Shares Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, the number of Preferred Shares set forth below such Purchaser’s name on the signature page of this Agreement at a per Preferred Share price equal to the Purchase Price.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Issuance of Series of Shares If the Fund shall at any time issue shares in more than one series, this Agreement may be adopted, amended, continued or renewed with respect to a series as provided herein, notwithstanding that such adoption, amendment, continuance or renewal has not been effected with respect to any one or more other series of the Fund.

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