Examples of Acquiror Company Preferred Shares in a sentence
There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Acquiror Company Common Stock or any other stock, voting, equity, or ownership interest in, the Acquiror Company, or (b) is entitled to all or any portion of the Acquiror Company Preferred Shares.
There must not have been made or threatened by any Person any claim asserting that such Person (a) is the holder of, or has the right to acquire or to obtain beneficial ownership of the Shares or any other stock, voting, equity, or ownership interest in, the Company, or (b) is entitled to all or any portion of the Acquiror Company Preferred Shares.
Assuming the accuracy of the representations and warranties of the Shareholders, the issuance of the Acquiror Company Preferred Shares pursuant to this Agreement will be when issued and paid for in accordance with the terms of this Agreement issued in accordance with exemptions from the registration and prospectus delivery requirements of the Securities Act and the registration permit or qualification requirements of all applicable state securities laws.
Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of the Acquiror Company set forth in this Agreement, on which the Shareholders have relied in making an exchange of the Shares of the Company for the Acquiror Company Preferred Shares.
The Shareholders understand and acknowledge that the Acquiror Company may refuse to transfer the Acquiror Company Preferred Shares and the Conversion Shares, unless the Shareholders comply with this Section 4.2 and any other restrictions on transferability.
At the Closing, (i) the Shareholders shall transfer 1,000,999 shares, representing all of the issued and outstanding Shares of the Company to the Acquiror Company, and the Acquiror Company shall issue 1,000.999 fully paid and nonassessable Acquiror Company Preferred Shares (the “Share Exchange”) to the Shareholders; and (ii) the Acquiror Company Shareholder shall effectuate an agreement agreeing to cancel and forfeit all rights to the Cancelled Shares.
The designation, rights, preferences and other terms and provisions of the Acquiror Company Preferred Shares are set forth in the Certificate of Designations, Preferences, Rights of the Series M Preferred Stock attached hereto as Exhibit A (the “Series M Certificate of Designations”).
The certificate(s) representing such Acquiror Company Preferred Shares and the Conversion Shares to be issued to the Shareholders upon the Mandatory Conversion, and each certificate issued in transfer thereof, will also bear any other legend required under any applicable Law, including, without limitation, any U.S. state corporate and state securities law, or contract.
The designation, rights, preferences and other terms and provisions of the Acquiror Company Preferred Shares are set forth in the Certificate of Designations, Preferences, Rights of the Series M Preferred Stock attached hereto as Exhibit H (the “Series M Certificate of Designations”).
Notwithstanding the foregoing, nothing herein shall derogate from or otherwise modify the representations and warranties of the Acquiror Company set forth in this Agreement, on which each of the Shareholders has relied in making an exchange of his Shares of the Company for the Acquiror Company Preferred Shares.