Sale & Issuance of Series Al Preferred Shares Sample Clauses

Sale & Issuance of Series Al Preferred Shares. VOTE AGAINST: Qualitau Ltd., holding 1% of the voting power of the Shareholders present, 1.013% of the voting power of Preferred Shareholders present and 2.705% of the voting power of Series AA Preferred Shareholders present; VOTE FOR: All other Shareholders present, holding 99% of the voting power of the Shareholders present, 98.987% of the voting power of the Preferred Shareholders present, 97.275% of the voting power of Series AA Preferred Shareholders present and 100% of the voting power of the holders of each of the Company’s Series XX-0, XX-0, XX-0 and BB-4 Preferred shares. RESOLVED AS FOLLOWS, by aforementioned majority of (i) all the Shareholders present, (ii) the Preferred Shareholders and (iii) the Series AA preferred Shareholders, and unanimously by (i) the BB Preferred Shareholders and (ii) holders of series of BB1, BB2, BB3 and BB4 Preferred Shares, each voting as a separate class; RESOLVED that it is advisable to approve and authorize the proposed financing under the A1 Purchase Agreement (as defined above) and that the consummation of the transactions provided for therein do not prejudice the best interests of the Company; FURTHER RESOLVED to authorize and approve, all subject to and effective immediately prior to the Closing, the execution, delivery and performance of the A1 Purchase Agreement and the consummation of the transactions provided for therein and the performance by the Company of its obligations thereunder, including, inter alia, (i) the issuance and sale of Series A1 Preferred Shares, (ii) the conversion of the Recap Ordinary Shares (as defined above) held by Participating Investors (as defined in the A1 Purchase Agreement) into Ordinary Preferred A Shares and Ordinary Preferred B Shares as provided in Section 1.3 of the A1 Purchase Agreement, (iii) the issuance of any shares issuable upon the conversion thereof, and (iv) the payment and conversion of the Loan Amounts (as defined in Section 1.6(c) of the A1 Purchase Agreement), all of the above without need for any further act, approval or authority of the Company’s Board of Directors or of the Shareholders of the Company, and all ancillary transactions, documents, schedules and exhibits contemplated by and/or associated with the A1 Purchase Agreement (whether or not approved separately herein); FURTHER RESOLVED, to authorize and approve, all subject to and effective immediately prior to the Closing, that certain Amended and Restated Shareholders Rights Agreement, between the ...
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Related to Sale & Issuance of Series Al Preferred Shares

  • Trust Issuance of Series Shares The delivery of Series shares shall be made promptly by a credit to a shareholder's open account for the Series or by delivery of a share certificate. The Trust reserves the right (a) to issue Series shares at any time directly to the shareholders of the Series as a stock dividend or stock split, (b) to issue to such shareholders shares of the Series, or rights to subscribe to shares of the Series, as all or part of any dividend that may be distributed to shareholders of the Series or as all or part of any optional or alternative dividend that may be distributed to shareholders of the Series, and (c) to sell Series shares in accordance with the current applicable prospectus of the Trust relating to the Series 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.

  • 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.

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

  • Issuance of the Preferred Securities On ________________, ______ the Depositor, on behalf of the Trust and pursuant to the Original Trust Agreement, executed and delivered the Underwriting Agreement. Contemporaneously with the execution and delivery of this Trust Agreement, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of Preferred Securities having an aggregate Liquidation Amount of $__________________, against receipt of such aggregate purchase price of such Preferred Securities of $_________________, which amount the Administrative Trustee shall promptly deliver to the Property Trustee. If there is a Second Time of Delivery, an Administrative Trustee, on behalf of the Trust, shall execute in accordance with Section 5.2 and deliver to the Underwriters named in the Underwriting Agreement Preferred Securities Certificates, registered in the name of the nominee of the initial Clearing Agency, in an aggregate amount of up to Preferred Securities having an aggregate Liquidation Amount of up to $__________, against receipt of such aggregate purchase price of such Preferred Securities of $____________, which amount such Administrative Trustees shall promptly deliver to the Property Trustee, on the date specified pursuant to the Underwriting Agreement.

  • 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.

  • 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 Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

  • 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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