Examples of Company Series D Preferred Shares in a sentence
On the Liquidation Payment Date, the holders of the Company Series D Preferred Shares and Company Series E Preferred Shares will receive liquidating distributions from the Surviving Corporation equal to the full amounts payable to them upon a liquidation of the Surviving Corporation in accordance with their respective terms (in the aggregate, the “Preferred Liquidating Payment Amount”).
At any time during the five (5) day period following receipt of such notice, each Investor shall have the right to elect to redeem or resell its Redemption/ASR Amount of Company Series D Preferred Shares at the Redemption/ASR Price and upon the terms and conditions set forth in the notice.
In the event of a proposed redemption or accelerated share repurchase of Company Common Shares by the Company or its Subsidiaries (for the avoidance of doubt, excluding an Open-Market Repurchase), notwithstanding the Transfer restrictions set forth in Section 2.1, each Investor shall hold a right of first refusal to cause the Company or its Subsidiaries to redeem or repurchase Company Series D Preferred Shares that such Investor holds up to its Redemption/ASR Amount.
As of the date of this Agreement, the Company had no Company Common Shares, Company Series D Preferred Shares, Company Series E Preferred Shares or any other securities reserved for issuance or required to be reserved for issuance other than as described above.
From and after the Company Merger Effective Time, Persons who held Company Common Shares or Company Series D Preferred Shares immediately prior to the Company Merger Effective Time shall cease to have rights with respect to such shares (including with respect to voting), except as otherwise expressly provided for in this Agreement with respect to the right to receive Merger Consideration.
In connection with the Liquidation, holders of Company Series D Preferred Shares and Company Series E Preferred Shares shall be paid the Preferred Liquidating Payment Amount on the Liquidation Payment Date.
On or after the Company Merger Effective Time, any Certificates or Book-Entry Shares of the Company presented to the Exchange Agent or Parent for any reason shall be cancelled and exchanged for the Merger Consideration with respect to Company Common Shares or Company Series D Preferred Shares, as applicable, formerly evidenced thereby.
All the outstanding Company Common Shares and Company Series D Preferred Shares are, and all Company Common Shares and Company Series D Preferred Shares that may be issued prior to the Company Merger Effective Time shall be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights.
For the avoidance of doubt, the Company shall pay dividends owed to the holders of Company Series D Preferred Shares in accordance with the terms set forth in the Company Charter.
Parent will ensure that at the Effective Time the Company will have sufficient funding to pay the Company Common Share Cash Merger Consideration, the Option Merger Consideration and amounts payable to the holders of the Convertible Notes, the holders of the Company Series D Preferred Shares and the holders of the Company Series E Preferred Shares in connection with the Liquidation and the fees and expenses of Parent and the Company relating to the Offer and the Mergers.