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 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. 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. Upon issuance, sale and delivery as contemplated hereunder and payment of the applicable Purchase Price, the shares of Series C Preferred and Warrants sold to the Purchasers hereunder will be duly authorized, validly issued, fully paid and non-assessable, free of all preemptive and similar rights and other restrictions on transfer, other than those arising under applicable state and federal securities laws.
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. At the Effective Time, each share of Series C Preferred issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares which shall have only those rights specified in Section 1.8 and shares owned by NMI) shall be automatically converted into the right to receive, subject to and in accordance with Section 4.4 and this Agreement, an amount of cash (without interest) equal to (1) the Per Share Series C Closing Consideration, plus (2) the Per Share Series C Escrow Amount, plus (3) the Per Share Series C Representative Expense Amount. The amount of cash each holder of NMI Capital Stock is entitled to receive for the shares of Series C Preferred held by such holder shall be rounded down to the nearest cent and computed after aggregating cash amounts payable for all shares of Series C Preferred held by such holder. Notwithstanding anything herein to the contrary, for purposes of the Merger, and this Agreement, (i) the parties intend, to the extent that holders of Series C Preferred elect in writing to convert their shares of Series C Preferred into shares of NMI Common Stock on or prior to the Closing, that such Series C Preferred shall be characterized and treated as NMI Common Stock, and that the Aggregate Merger Consideration and Earnout Payments, if any, payable in respect of such NMI Common Stock shall be determined in accordance with, and subject to, Section 1.7(f), and such Series C Preferred shall not be entitled to the Series C Liquidation Preference, and (ii) in the event that the Series C Preferred accept, or are otherwise paid, the Series C Liquidation Preference , and do not elect in writing to convert their shares of Series C Preferred into shares of NMI Common Stock on or prior to the Closing, as contemplated by clause (i), then the Series C Preferred shall not be entitled to receive, or to participate in, any of the Earnout Payments or any other payment or consideration in respect of the Merger or the transactions contemplated hereby.
Series C Preferred. 2 Stockholder ........................................................ 1
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.
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:
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 10.1
