Series A Shares. The Borrower has not as of the date of this Agreement issued any Series A Shares and has not issued or granted any warrants, options or other rights to acquire any Series A Shares.
Series A Shares. Borrower shall not issue any Series A Shares unless prior to any such issuance the Borrower amends its constating documents (including its articles of amalgamation) to remove any right of any holder or beneficiary of any such Series A Shares to receive cash or other payment (other than the issuance of common shares pursuant to a conversion of such Series A Shares) in respect of such Series A Shares.
Series A Shares. Series A Shares" --------------- shall mean the Class I and Class II authorized shares of Series A Common Stock, no par value, of G-Modelo.
Series A Shares. The Series A Shares have been duly authorized and are validly issued and, when paid for by the U.S. Underwriters, will be fully paid and non-assessable (subject to the applicable Mexican legal provisions); and the Series A Shares are not subject to any preemptive or similar rights, that have not been duly waived; and all corporate action required to be taken for the authorization, issuance and sale of such Series A Shares (other than such execution, countersignature and delivery at the time of issuance) has been duly and validly taken.
Series A Shares. At the Closing, the Series A Sellers will sell, assign and transfer to ViaCell, and ViaCell will purchase and acquire from the Series A Sellers, 100% of the outstanding Series A Shares. Each Series A Seller will sell to ViaCell all of the Series A Shares owned by such Series A Seller, the specific number of which is set forth opposite each Series A Seller's name on Schedule 1. The initial consideration for the sale and transfer of the Series A Shares will consist of (i) promissory notes issued by ViaCell in the original aggregate principal amount of $14 million in the form attached hereto as Exhibit A in favor of the Series A Sellers in the denominations set forth opposite each Series A Seller's name on Schedule 1 (the "Notes"), and (ii) such number of shares of Series I Convertible Preferred Stock of ViaCell, par value $0.01 per share (the "Series I Stock"), as set forth opposite each Series A Seller's name on Schedule 1. Xxxxx Xxxxxxxx Agreement September 30, 2003
Series A Shares. The Series A Sellers will have delivered to ViaCell certificates evidencing the assignment of all of the Series A Shares substantially in the form of Assignment attached hereto as Exhibit H.
Series A Shares. The term “Series A Shares” shall mean validly issued, fully paid and non-assessable common Series A Shares, without par value, of the Company as to which all preemptive rights have been irrevocably and validly exercised or waived.
Series A Shares. Prior to the Closing Date, the Company shall take such actions as are necessary to cause the Operating Partnership to distribute the Series A Shares to the Company in exchange for the Series A Preferred Units. Upon any such distribution of the Series A Shares to the Company, the Series A Shares shall be automatically cancelled and reclassified as authorized but unissued preferred shares of the Company in accordance with Maryland law and the Company Declaration of Trust. In the alternative, the Company may take such actions as are necessary and which are reasonably acceptable to the Purchaser Parties to effectuate the intent of the foregoing.
Series A Shares. Innocrin Series A Shares are entitled to a Series A Preferred Return (as defined below), payable (i) when, as and if declared by the Innocrin Board, (ii) upon a liquidation event or (iii) upon redemption or repurchase of such shares. “Series A Preferred Return” means a cumulative amount accruing (or deemed to accrue) daily in cash on the amount of the Series A Contribution Account (as defined below) of each Innocrin Series A Share from and after the date of the Spin-Off, at the rate of eight percent (8.0%) per annum, computed on the basis of a three hundred sixty-five (365) day year. “Series A Contribution Account” means an account maintained with respect to each Innocrin Series A Share equal to the difference between (a) $0.52 less (b) the cumulative distributions made in respect of such Innocrin Series A Share. The accrued unpaid Series A Preferred Return will include a portion of the return that accrued on the Viamet Series A Shares prior to the Spin-Off, which will be allocated to reflect the separation of the businesses. Notwithstanding the above, any accrued amount of the Series A Preferred Return will be relinquished in the event of any optional or mandatory conversion.
Series A Shares. The Investor shall have delivered the original certificate representing the Blackhawk Series A Shares along with a duly endorsed, medallion guaranteed stock assignment separate from certificate, for purposes of assigning and transferring all of Investor’s right, title, and interest in and to the Blackhawk Series A Shares to Blackhawk. In furtherance thereof, upon the execution of this Agreement, the Investor shall deliver the original certificate representing the Blackhawk Series A Shares along with a duly endorsed, medallion guaranteed stock assignment separate from certificate to counsel for the Company, to be held in escrow pending performance by the Company of the conditions set forth in Section 7 of this Agreement. Upon Closing (including satisfaction of the conditions set forth in Section 7 of this Agreement), the Investor hereby authorizes counsel for the Company to deliver the original certificate representing the Blackhawk Series A Shares along with a duly endorsed, medallion guaranteed stock assignment separate from certificate to the Company.
