Company Series F Stock definition
Examples of Company Series F Stock in a sentence
Shareholder (directly, or indirectly through its wholly-owned subsidiaries) is the record and beneficial owner of, or Shareholder exercises voting power over, the shares of Company Common Stock and Company Series F Stock indicated on the final page of this Agreement, which, on and as of the date hereof, are free and clear of any encumbrances that would adversely affect the ability of Shareholder to carry out the terms of this Agreement.
The term “Shares” shall mean all issued and outstanding shares of Company Common Stock and Company Series F Stock owned of record or beneficially by Shareholder or over which Shareholder exercises voting power, in each case, as of the record date for persons entitled to receive notice of, and to vote at the meeting of the shareholders of Company called for the purpose of voting on the matters referred to in Section 1.2.
The Company shall have taken all requisite action, whether by amending its certificate of incorporation, agreement or otherwise, to have effected the conversion into Company Common stock of all outstanding shares of Company Preferred Stock, all warrants to purchase shares of the Company Series F Stock and Company Series G Stock, and the Bridge Notes (as defined on Schedule 2.2(f)) (the “Company Recapitalization”).
Company will give Parent prompt notice (and in any case, within one business day) of any demand received by Company for appraisal of shares of Company Series F Stock or Company Common Stock, and Parent will have the right to control all negotiations and proceedings with respect to such demand.
Parent shall have received a certificate, signed on behalf of Company by the Chief Executive Officer or Chief Financial Officer of Company, that the information with respect to the Current Maintenance Run Rate, Final Maintenance Run Rate, Final Net Cash Assets, Fully-Diluted Company Common Stock, Fully-Diluted Company Series F Stock, Merger Expenses and Projected Net Cash Assets (as of the Closing Date) is accurate and complete in all material respects.
There is no liability for dividends accrued but unpaid, except for accrued and unpaid dividends with respect to Company Series F Stock in the amount of $761,622.00 as of the date of this Agreement.
Each share of Company Series F Stock or Company Common Stock held by Company or owned by Merger Sub, Parent or any direct or indirect wholly-owned subsidiary of Parent immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof.
As of the date of this Agreement, there are no shares of Company Common Stock or Company Series F Stock held in treasury by Company.
The Eligible Purchasers hereby waive any rights they may have under the Prior Agreement (i) to purchase any shares of Series F Convertible Preferred Stock of the Company ("Series F Stock") in connection with any sale of Series F Stock to the purchasers thereof under the Series F Stock Purchase Agreement dated October __, 1998.
All outstanding shares of Company Common Stock and Company Series F Stock are duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute, the Company Charter Documents or any Contract to which Company is a party or by which it is bound.