Ownership of Series A Preferred Stock Sample Clauses

Ownership of Series A Preferred Stock. The Holder represents to the Company that the Holder is the sole legal owner of the Series A Preferred Stock to be converted pursuant hereto and that it holds such Series A Preferred Stock free and clear of any liens, claims, interests, charges or other encumbrances. The Holder represents that it has not previously sold, assigned, conveyed, transferred or otherwise disposed of, in whole or in part, the Series A Preferred Stock to be converted pursuant hereto, nor has the Holder entered into any agreement to sell, assign, convey, transfer or otherwise dispose of, in whole or in part, such Series A Preferred Stock.
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Ownership of Series A Preferred Stock. (a) Such Holder is the sole owner and beneficial holder of all of such Holder's Preferred Stock and none of such Holder's Preferred Stock is subject to any Liens. Such Holder's Preferred Stock constitutes all of the Series A Preferred Stock beneficially owned, directly or indirectly, by such Holder. Except for the Holder's Preferred Stock, such Holder does not own, directly or indirectly, nor does such Holder have the right to acquire, any additional shares of Series A Preferred Stock.
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Ownership of Series A Preferred Stock. Each Purchaser set forth on Schedule B has good and valid title to the shares of Series A Preferred Stock opposite such Purchaser’s name on Schedule B, free and clear of any Liens (other than arising under the applicable securities laws).
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Ownership of Series A Preferred Stock. Fieldale is the lawful owner, of record and beneficially, of 3,000 shares of Series A Preferred Stock and has good title to such shares, free and clear of any and all security interests, mortgages, liens, pledges, charges, restrictions, options, rights of first refusal, claims, demands, and other encumbrances. Such shares represent all of the shares of Series A Preferred Stock owned by Fieldale.
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Ownership of Series A Preferred Stock. Each Series A Holder owns beneficially and of record all outstanding shares of Series A Preferred Stock set forth opposite his name in Section 2.1 hereof. Each Series A Holder owns the shares of Series A Preferred Stock set forth opposite his name in Section 2.1 free and clear of any charge, mortgage, pledge, security interest, restriction, claim, lien, or encumbrance (collectively, "Liens"). Except as set forth on Schedule 2.1 or in the Shareholder Documents, there are no outstanding voting agreements or proxies, or other commitments or agreements of any character relating to the Series A Preferred Stock or otherwise obligating any Series A Holder to transfer, sell, purchase or redeem any shares of Series A Preferred Stock. Except for options to acquire shares of Class B Stock under certain circumstances pursuant to Section 7.4 of a Subscription and Shareholder Agreement dated July 17, 1997 by and among Davis, FHI and the Series A Holders, none of the Series A Holders havx xxx right to acquire any additional shares of FHI Capital Stock.
Sample 1
Ownership of Series A Preferred Stock. The Holder is the sole legal and beneficial owner of all of the shares of Series A Preferred Stock and the Warrant. Such Holder has neither previously sold, assigned, conveyed, transferred, pledged or otherwise disposed of, in whole or in part, any shares of Series A Preferred Stock or the Warrant, nor has such Holder entered into any agreement to sell, assign, convey, transfer, pledge or otherwise dispose of, in whole or in part, any shares of Series A Preferred Stock or the Warrant.
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Related to Ownership of Series A Preferred Stock

  • 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 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.

  • 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.

  • Ownership of Shares of the Fund The Adviser shall not take an ownership position in the Fund, and shall not permit any of its shareholders, officers, directors or employees to take a long or short position in the shares of the Fund, except for the purchase of shares of the Fund for investment purposes at the same price as that available to the public at the time of purchase or in connection with the initial capitalization of the Fund.

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • 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.

  • Preferred Units Without the consent of any Common Unitholder and notwithstanding anything herein to the contrary, the Board may cause the Company to issue one or more series of Preferred Units, which Preferred Units would have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a closed-end management investment company, in a manner that complies with the legal requirements applicable to a closed-end management investment company. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption.

  • 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.

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