Preferred Stock Exchange. In the event that the Company and Huntingdon mutually agree to exchange the debt represented by one or more of the Existing Note and/or the Financing Notes for equity securities of the Company, in lieu of Huntingdon converting the Note, all or a portion of the Existing Notes and/or Financing Notes may be exchanged for shares of one or more newly created series of preferred stock, which series shall rank pari passu in all respects with the Series A Convertible Preferred Stock of the Company, and otherwise have substantially similar rights, preferences and privileges as, the Series A Convertible Preferred Stock of the Company, except that the conversion rate of any newly created of preferred stock shall be the same as the conversion rate of the Existing Note or Financing Note it is issued in exchange for and any preferred stock issued upon exchange of a Financing Note will have the same anti-dilution provisions as such Financing Note.
Preferred Stock Exchange. 2 Section 1.4. Loan.......................................................... 2
Preferred Stock Exchange. On the Initial Closing Date (as defined below), upon the terms and subject to the conditions set forth herein, (X) the undersigned Exchanging Investor of Preferred Stock agrees to exchange the full amount of Series A Shares and Series B Shares, as applicable, shown opposite such Exchanging Investor’s name on Schedule I hereto (the “Preferred Stock Exchange”) for the Initial Common Stock Consideration and Cash Consideration and (Y) the Company agrees to (a) issue to the Exchanging Investor of Preferred Stock, the number of New Common Shares as set forth under the heading “Initial Common Stock Consideration” on Schedule I hereto opposite such Exchanging Investor’s name and (b) pay to such Exchanging Investor the amount of cash in U.S. dollars as set forth under the heading “Preferred Stock Cash Consideration” on Schedule I hereto opposite such Exchanging Investor’s name.
Preferred Stock Exchange. On the basis of the representations and warranties herein contained, and subject to the terms and conditions hereof, at the Closing, the Company shall deliver to Purchaser the Franklin Exchange Shares. In consideration therefor, and in full and complete payment therefor, the Purchaser shall sell, convey, transfer and deliver to the Company good and valid title in and to 350,000 shares of the Series B Preferred Stock, free and clear of all Liens. The certificates representing the 350,000 shares of the Series B Preferred Stock shall be duly endorsed (or accompanied by stock powers), with signatures guaranteed by a commercial bank or by a member of the New York Stock Exchange, for transfer to the Company.
Preferred Stock Exchange. The Company shall have completed a securities exchange or shall have otherwise have effected transactions such that the only shares or series of preferred stock of the Company outstanding shall be shares of the Preferred Stock. All such opinions, certificates, letters and other documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to you and counsel for the Underwriters. The Company will furnish you with such conformed copies of such opinions, certificates, letters and other documents as you shall reasonably request.
Preferred Stock Exchange. The exchange offer of Preferred Stock into common stock shall be at an exchange ratio to be determined The exchange offer will expire prior to the commencement of the rights offering. Appropriate provisions will be agreed upon by the Company and Tontine to provide prompt payment to exchanging holders Unexchanged shares of Preferred Stock will be redeemed promptly following the consummation of the rights offering If for any reason the unexchanged shares of Preferred Stock are not redeemed within 60 days after the closing of the rights offering, the maximum ownership by Tontine of common stock set forth above under “Additional Subscription Privilege” and “Maximum Ownership of Tontine” shall be increased to reflect such shares of Preferred Stock that have remained outstanding on an as converted basis. Tontine shall have the option to purchase any such additional shares resulting from such increase, if any, in the maximum ownership calculation Subscription Agent: To be determined by mutual agreement of Tontine and the Company
Preferred Stock Exchange. We will offer you an exchange of your outstanding common stock of Rocket Lab USA, Inc. for preferred stock on terms to be outlined in the relevant document.
