COES definition
Examples of COES in a sentence
The COES Preferred Shares shall pay a 7% cumulative dividend, payable in cash or CXI Common Stock at the Conversion Price, at the discretion of the Parent Company, at the time of each conversion.
Conversion of the COES Preferred Shares to CXI Common Stock may be exercised in whole or in part by Purchaser telecopying an executed and completed Notice of Conversion (in the form annexed hereto as Exhibit D) to counsel for the Parent Company, with a copy to the Parent Company and Subsidiary Company, and delivering the original Notice of Conversion and the certificate representing the COES Preferred Shares to counsel by hand or by express courier within three (3) business days of exercise.
Except for the consent of National Securities Corporation, which has been obtained, the Subsidiary Company has all requisite corporate right, power and authority to transfer shares of CXI Common Stock owned by the Parent Company to the Purchaser upon conversion of the COES Preferred Shares and exercise of the COES Warrants.
At the Purchaser's election, such liquidated damages may be paid in cash or may be added to the principal of the COES Preferred Shares for subsequent conversion purposes.
Purchaser is aware of the Parent Company's and Subsidiary Company's business affairs and financial conditions and has had access to and has acquired sufficient information about the Parent Company and the Subsidiary Company, including the COES and CXI SEC Reports, to reach an informed and knowledgeable decision to acquire the COES Preferred Shares.
Purchaser understands that its acquisition of the COES Preferred Shares and the COES Warrants has not been registered under the Securities Act or registered or qualified under any state securities law in reliance on specific exemptions therefrom, which exemptions may depend upon, among other things, the bona fide nature of Purchaser's investment intent as expressed herein.
The Parent Company does not presently own or control, directly or indirectly, any interest in any other corporation, partnership, association or other business entity, except as stated in the COES SEC Reports.
Conversion of all the COES Preferred Shares may be made at the Conversion Price, the day following the date that the Registration Statement for the CXI Common Stock underlying the COES Preferred Stock and COES Warrants was declared effective by the SEC.
Subject to the Parent Company's payment of the applicable redemption price, the accrual of dividends in connection with the shares of COES Convertible Preferred Stock called for redemption will suspend on the Redemption Date.
The issuance and sale of the COES Preferred Shares and COES Warrants will not give rise to any preemptive right or right of first refusal or right of participation on behalf of any person.