Examples of COES Preferred Shares 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.
The Purchaser acknowledges that the Parent Company and Subsidiary Company has made available to the Purchaser all documents and information that it has requested relating to the Parent Company and the Subsidiary Company and has provided answers to all of its questions concerning the Parent Company and the Subsidiary Company, the COES Preferred Shares and the COES Warrants.
Upon their issuance, transfer and delivery pursuant to this Agreement, the Securities will have been validly issued, fully paid and nonassessable and will be free of any liens or encumbrances; provided, however, that the COES Preferred Shares and COES Warrants are subject to restrictions on transfer under state and/or federal securities laws.
Subject to the terms and conditions of this Agreement, the Parent Company has authorized the sale and issuance of the COES Preferred Shares.
Such COES Preferred Shares shall thereafter become immediately convertible and the Conversion Price for such COES Preferred Shares shall be equal to 75% of the Average Closing Bid Price.
Purchaser further acknowledges and understands that the COES Preferred Shares and the COES Warrants may not be resold or otherwise transferred except in a transaction registered under the Securities Act and any applicable state securities laws or unless an exemption from such registration is available.
All corporate action on the part of the Parent Company, its directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement by the Parent Company, the authorization, sale, issuance and delivery of the COES Preferred Shares and the performance of the Parent Company's obligations hereunder has been taken.
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.
If the Parent Company elects to redeem some, but not all, of the COES Preferred Shares, the Parent Company shall redeem the COES Preferred Shares pro rata among the Holders of all the COES Preferred Shares then outstanding.