Series C Preferred. At the Series C Closing, the Company will issue to each Purchaser a certificate or certificates registered in such Purchaser's name as set forth on the Schedule of Purchasers attached hereto as Exhibit A, representing the number of shares of Series C Preferred set forth opposite such Purchaser's name on such Schedule of Purchasers against payment of the purchase price therefor. Such payment shall be by check or wire transfer payable to the Company or by the cancellation of outstanding indebtedness.
Series C Preferred. The Parties hereby acknowledge and agree that all 125,000 shares of Series C Preferred beneficially and legally owned by ExxonMobil Renewables shall be immediately and automatically cancelled as of the Effective Date, without payment of any additional consideration therefor (the “Cancelled Series C Shares”). ExxonMobil Renewables agrees to promptly, and in any event within ten (10) business days following the Effective Date (or such longer period as may be required to obtain a medallion guarantee, if a medallion guarantee is required), deliver a duly executed transfer instrument to effect the transfer of the Shares back to the Company (or surrender the stock certificate(s) representing the Cancelled Series C Shares (if the Shares are evidenced by stock certificates)) to the Company, duly endorsed and medallion guaranteed (if required), and xxxxxx agrees that the Cancelled Series C Shares shall be returned to the Company’s registrar and transfer agent for cancellation. For purposes of clarity, all rights granted to ExxonMobil Renewables pursuant to the terms of the Series C Preferred shall immediately terminate as of the Effective Date, and ExxonMobil Renewables shall not be entitled to the payment of any accrued or unpaid dividends in respect thereof. In furtherance thereof, ExxonMobil Renewables shall take all necessary steps to cause each of its Preferred Directors and Preferred Committee Observers (each as defined in the Certificate of Designation of Series C Preferred Stock) to resign from the Company’s board of directors (and each committee thereof), effective as of the Effective Date.
Series C Preferred. The Corporation shall have delivered to each Purchaser or its custodian a certificate evidencing the shares of Series C Preferred purchased by such Purchaser under this Agreement, free and clear of all Encumbrances.
Series C Preferred. Contemporaneous with the closing of the PIPE Offering, the Holder will deliver (i) the Notice of Conversion attached hereto as Exhibit A (the “Preferred Stock Notice of Conversion”), pursuant to which, all of the Holder’s shares of the Series C Preferred will convert (the “Conversion”), without any further action on the part of the Holder, into shares of Common Stock at a conversion price per share at the lower of (i) $0.175, or (ii) the per share purchase price in the PIPE Offering (the “Conversion Price”), but otherwise pursuant to the terms of the Certificate of Designation for the Series C Preferred dated December 1, 2021 (the “Series C Certificate of Designation”), without any further action on the part of the Holder, into shares of Common Stock at the Conversion Price, on the following terms and conditions:
(a) If the Holder declines to invest in the PIPE Offering an amount equal to or greater than 50% of the aggregate amount of cash funded by the Holder pursuant to the SPAs, notwithstanding anything to the contrary in the terms and conditions set forth in the Series C Certificate of Designation, upon such conversion, the Company shall deliver to the Holder 50% of the shares of Common Stock otherwise deliverable upon conversion of such Series C Preferred held by the Holder at the Conversion Price so that Series C Preferred held by the Holder will be deemed converted and no longer outstanding.
(b) If the Holder invests in the PIPE Offering an amount equal to or greater than 50% of the aggregate amount of cash funded by the Holder pursuant to the SPAs, Hxxxxx’s rights under the Series C Preferred shall remain unchanged by this Agreement except as set forth in the first paragraph of this Section 4.
(c) Holder shall be given the opportunity to invest in PIPE Offering.
(d) The Conversion shall be subject to the Beneficial Ownership Limitation set forth in the Series C Certificate of Designation. In the event the Conversion would result in the Holder acquiring shares of Common Stock in excess of the Beneficial Ownership Limitation, such portion of the Conversion exceeding the Beneficial Ownership Limitation shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation.
(e) In the event that the PIPE Offering is not consummated on or before August 31, 2023, the provisions of this Agreement shall be voided ab initio and the rights and privile...
Series C Preferred. Each share of Series C Preferred shall be convertible, without the payment of any additional consideration by the holder thereof and at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for the Series C Preferred, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing $1.00 by the Series C Conversion Price, determined as hereinafter provided, in effect at the time of conversion. The Series C Conversion Price for purposes of calculating the number of shares of Common Stock deliverable upon conversion without the payment of any additional consideration by the holder of Series C Preferred (the “Series C Conversion Price”) shall initially be $1.00. Such initial Series C Conversion Price shall be subject to adjustment, in order to adjust the number of shares of Common Stock into which Series C Preferred is convertible, as hereinafter provided.
Series C Preferred. Stock Section 10.1 Settlement Date Section 8.6(A)(2) Sharp Section 10.1 Statement Section 4.8(B) Start-Up Expenses Section 10.1 Stockholders Agreement Section 10.1 Subject Subordinated Indebtedness Section 10.1 Subordinated Indebtedness Section 10.1 Subordinated Indebtedness Documents Section 10.1 Subsidiary Section 10.1 Target Business Section 10.1 (Def. of "Permitted Acquisition") Target Person Section 10.1 (Def. of "Permitted Acquisition") Tax Liabilities Section 1.9(A) Tax-Sharing Agreement Section
Series C Preferred. 1 Stockholders............................................................ 1 Subsidiary.............................................................. 10
Series C Preferred. 2 Stockholder ........................................................ 1
Series C Preferred. Notwithstanding any provision of the Certificate to the contrary, the Company shall have the right to repurchase, by delivery of not less than ten (10) and not more than thirty (30) Business Days' prior written notice to the holders of record of the Series C Preferred, and all holders shall be required to sell to the Company (pro rata according to their then current holdings), all or any part of the outstanding shares of the Series C Preferred in increments of 500 shares (unless all of the outstanding shares of the Series C Preferred are being so repurchased) at a price per share equal to the Redemption Price. Such notice shall specify the Redemption Price and the place at which and the date, which date shall be a Business Day, on which the shares so called for repurchase shall be repurchased (the "Series C Payment Date") and shall specify the shares called for repurchase. On the Series C Payment Date for any shares of Series C Preferred, the holders of such shares shall surrender the certificate or certificates for such shares at the principal office of the Company during regular business hours, together with stock powers therefor duly endorsed in blank, against payment by the Company of the Redemption Price, which shall be paid in cash on the Series C Payment Date, assuming such surrender occurs on the Series C Payment Date. From and after the Series C Payment Date for any shares of Series C Preferred, dividends on such shares so repurchased shall cease to accrue, such shares shall no longer be deemed to be outstanding, and all rights of the holders thereof as stockholders of the Company with respect to shares so repurchased shall cease (including any right to receive dividends otherwise payable on any Dividend Reference Date that accrued from the Series C Payment Date to such Dividend Reference Date); provided, that if the Company has withheld payment of the Redemption Price from any Holder because certificates representing such Holder's shares to be so repurchased have not been surrendered at the Company's principal office together with a stock power duly endorsed in blank, then such Holder's right to receive the Redemption Price, without interest, upon such surrender shall not cease; and provided, further, that to the extent the Company defaults in the payment of the Redemption Price on the Series C Payment Date (or, if applicable, on a later date on which a Holder surrenders certificates and duly endorsed stock powers), the Series C Preferred shall r...
Series C Preferred. At the Effective Time, each share of Series C Preferred issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares owned by the Company) shall be automatically converted into the right to receive, subject to and in accordance with Section 2.8(a), an amount of cash (without interest) equal to the Per Share Series C Merger Consideration. The amount of cash each Company Stockholder is entitled to receive for the shares of Series C Preferred held by such Company Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts payable for all shares of Series C Preferred held by such Company Stockholder.
