Examples of Buyer Series A Preferred Stock in a sentence
In such case, stock certificates representing such Buyer Series A Preferred Stock will be conditionally delivered to Seller at the Closing to be effective immediately upon the filing of the Certificate of Designation.
The authorized capital stock of Buyer consists of (i) 50,000,000 shares of common stock, par value $0.0001 per share (“Buyer Common Stock”), 10,000,000 of which are issued and outstanding and (ii) 25,000,000 shares of preferred stock, $0.0001 par value, of which 13,000,000 shares have been designated as Series A Preferred Stock (“Buyer Series A Preferred Stock”), of which 11,381,999 shares of Buyer Series A Preferred Stock are issued and outstanding.
In the event that the Certificate of Designation for the Buyer's Series A Preferred Stock has not been filed with the appropriate Delaware authorities at the Closing Date, the parties will nevertheless close the transaction, based upon Buyer's covenant to file such Certificate of Designation and to issue the Buyer Series A Preferred Stock immediately thereafter.
Buyer has reserved 558,740 shares of Buyer Series A Preferred Stock for issuance pursuant to that certain Warrant, dated as of April 25, 2017, in favor of MDB Capital Group, LLC.
Upon the terms and subject to the conditions set forth in this Agreement, in reliance on the representations, warranties, covenants and agreements of the parties contained herein, the consideration for the sale and transfer of the Purchased Interests on the Closing Date shall consist of (i) 8,999,900 shares of Buyer Common Stock (the "Common Share Consideration") and (ii) 100 shares of Buyer Series A Preferred Stock (the "Preferred Share Consideration").
The Buyer Series A Preferred Stock to be issued to Bayou City, Highbridge and Management hereunder upon Closing, when delivered, shall be duly authorized and validly issued, fully paid and non-assessable, and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in violation of, any options, warrants, calls, rights (including preemptive rights), the Organizational Documents, commitments or agreements to which Buyer is a party or by which it is bound.
The respective rights, preferences, privileges, and restrictions of the Buyer Series A Preferred Stock and the Buyer Common Stock are as stated in the certificate of incorporation (including the Series A Certificate of Designations) of the Buyer.
The authorized capital stock of the Buyer consists of 100,000,000 shares of Buyer Common Stock, 2,666,667 shares of Series A Convertible Preferred Stock, par value $0.001 per share ("Buyer Series A Preferred Stock"), and 2,333,333 shares of undesignated Preferred Stock, par value $0.001 per share (together with the Buyer Series A Preferred Stock, the "Buyer Preferred Stock").
DeBoer also introduced Dunk to the idea for the Armadillo Securities and put her in touch with Armadillo.
The Buyer Stock being issued hereunder, when issued, sold, and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and nonassessable, and will be free of any Liens or restrictions on transfer other than restrictions under this Agreement, the Stockholders Agreement, the Registration Rights Agreement, the Series A Certificate of Designations (with respect to the Buyer Series A Preferred Stock) and under applicable state and federal securities Laws.