The Preferred Shares. The Preferred Shares represented by the Securities, when issued by the Company, may be freely deposited by the Company with the Depositary against issuance of such Securities; the Preferred Shares represented by the Securities have been duly authorized by the Company for issuance and deposit, and, when issued and deposited against issuance of such Securities, and upon the filing and effectiveness of the Certificate of Designations, will be validly issued, fully paid and non-assessable; and the issuance of the Preferred Shares is not subject to preemptive rights.
The Preferred Shares. 1.1 Issuance, Sale and Delivery of the Preferred Shares. The Company agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees to purchase from the Company, the number of Preferred Shares set forth opposite the name of such Purchaser under the heading "Number of Preferred Shares to be Purchased" on Schedule I, at the aggregate purchase price set forth opposite the name of such Purchaser under the heading "Aggregate Purchase Price for Preferred Shares" on Schedule I.
The Preferred Shares. The Preferred Shares confer on the holders thereof all rights accruing to holders of Ordinary Shares in the Company, and in addition, bear the following rights:
(a) Subject to any provisions hereof conferring special rights as to voting, or restricting the right to vote, every holder of Preferred Shares shall have one vote for each Ordinary Share into which the Preferred Shares held by him of record could be converted (as provided in this Article), on every resolution, without regard to whether the vote thereon is conducted by a show of hands, by written ballot or by any other means. The Preferred Shareholder shall be entitled to vote, together with the holders of Ordinary Shares. Except as provided otherwise in these Articles or as otherwise provided by law, the Preferred Shareholders shall vote together with the holders of the Ordinary Shares as a single class (on an as-converted basis).
(b) Each Preferred Share shall be initially convertible at the option of the holder thereof, at any time after the date of issuance of such share, at the registered office of the Company (“Office”), into such number of fully paid and non-assessable Ordinary Shares as is determined by dividing the applicable Original Issue Price by the applicable Conversion Price and subject to adjustment under Article 5(d)) at the time in effect for such share. Furthermore, each Preferred Share shall be converted into such number of fully paid and non-assessable Ordinary Shares as is determined by dividing the applicable Original Issue Price by the applicable Conversion Price and subject to adjustment under Article 5(d)) at the time in effect for such share immediately prior to the closing of a Qualified IPO.
(c) Before any holder of Preferred Shares shall be entitled (in the case of a conversion at such holder’s option) to convert the same into Ordinary Shares, he/she/it shall surrender the certificate or certificates therefor, duly endorsed, at the Office, and shall give written notice by mail, postage prepaid, to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for Ordinary Shares are to be issued. In the event that any Preferred Shareholder holding conversion rights pursuant to Article 5 elects to convert any of its Preferred Shares into Ordinary Shares such shareholder shall surrender the certificate or certificates representing such sha...
The Preferred Shares. The Company has authorized the issuance, sale and exchange of 210,000 shares (the "Series B Shares") of its authorized but unissued shares of Series B Convertible Preferred Stock, $.01 par value (the "Series B Preferred Stock"), at a purchase price of $4.7619 per share and $1,000,000 in the aggregate for all of the Series B Shares being acquired by Purchaser hereunder (the "Purchase Price"). The Series B Preferred Stock is sometimes hereinafter collectively referred to as the "Preferred Stock"; and the Series B Shares are sometimes hereinafter collectively referred to as the "Preferred Shares." The designation, rights, preferences and other terms and provisions of the Preferred Stock are set forth in Exhibit 2.02(a) hereto.
The Preferred Shares. The Preferred Shares upon issuance:
(i) are, or will be, free and clear of any security interests, liens, claims or other encumbrances, subject to restrictions upon transfer under the 1933 Act and any applicable state securities laws;
(ii) have been, or will be, duly and validly authorized and on the date of issuance will be duly and validly issued, fully paid and nonassessable (and if eventually registered pursuant to the Securities Act of 1933, as amended (the “1933 Act”), and resold pursuant to an effective registration statement will be free trading and unrestricted, provided that each PURCHASER complies with the prospectus delivery requirements of the 1933 Act and any state securities laws);
(iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of SELLER; and
(iv) will not subject the holders thereof to personal liability by reason of being such holders.
The Preferred Shares. The Company has authorized the issuance, sale and exchange of up to 6,000,000 shares (the "Preferred Shares") of its authorized but unissued shares of Series A Preferred Stock, $.01 par value (the "Preferred Stock"), at a purchase price of $1.00 per share to the persons (collectively, the "Purchasers" and, individually, a "Purchaser") and in the respective amounts set forth in Exhibit 1.01A and Exhibit 1.0lB hereto. The designation, rights, preferences and other terms and provisions of the Preferred Stock are set forth in Exhibit A hereto.
The Preferred Shares. 1 1.02 The Converted Shares.......................................................................... 1 1.03
The Preferred Shares. Section 2.1.
The Preferred Shares. SECTION 1.01. Issuance, Sale and Delivery of the Preferred Shares at the Initial Closing
The Preferred Shares. The Preferred Shares have been duly authorized and, when issued and delivered in accordance with this Agreement and the Deposit Agreement, will have been validly issued, fully paid and non-assessable. The issuance of the Preferred Shares will not be subject to any preemptive rights, rights of first refusal or other similar rights.
