Examples of Converted Preferred Shares in a sentence
The sale of the Purchased Securities is not, and the subsequent conversion of the Note into the Converted Preferred Shares and the subsequent conversion of the Contingent Payment Right into shares of Common Stock (in each case, if any) will not be, subject to any preemptive rights, rights of first offer or any anti-dilution provisions contained in the Company Charter Documents.
The Company has reserved that number of shares of Series A Preferred Stock sufficient for issuance of the Converted Preferred Shares in accordance with the terms of the Note and the Series A Certificate of Designations.
As of the date of this Agreement, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock of which 73,057,683 were issued and outstanding as of the close of business on September 11, 2020 (including 4,445,054 Restricted Shares), and 10,000,000 shares of preferred stock, par value $0.01, none of which is issued and outstanding (excluding the Converted Preferred Shares).
The Converted Preferred Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Note and the Series A Certificate of Designations, will be duly and validly issued, fully paid, and nonassessable and will be free of any Liens or restrictions on transfer other than restrictions on transfer under this Agreement, the Governance Agreement, the Series A Certificate of Designations and under applicable state and federal securities Laws.
The Subscriber further agrees that all or some of the Converted Preferred Shares and the Warrant Shares, as applicable, upon issuance whether in certificated form or in book-entry form (by the Company’s transfer agent and registrar for its common stock under The Direct Registration System) may be subject to such restrictions on transfer and, to the extent so, shall be encumbered by stop transfer orders and restrictive legends, as applicable.
In the event the outstanding Ordinary Shares shall be combined or consolidated, by reclassification or otherwise, into a lesser number of Ordinary Shares, the applicable Preferred Conversion Price for the Converted Preferred Shares then in effect shall, concurrently with the effectiveness of such combination or consolidation, be proportionately increased.
Each share of Common Stock issued and outstanding immediately prior to the Effective Time (including the Converted Preferred Shares), other than shares to be cancelled in accordance with Section 2.09(c) and the Dissenting Shares, shall be converted automatically into the right to receive at the Closing the Common Merger Consideration, less applicable withholding Taxes, payable without interest to the holder of such share upon surrender of a certificate (a "Certificate") that formerly evidenced such share.
PART 2A: APPORTIONMENT DATA FOR COMBINED RETURNIf more than one page is needed to complete Part 1, duplicate answers on lines 2 and 3 on all copies of this page.
No fractional Ordinary Share shall be issued upon conversion of the Converted Preferred Shares.
In any such case, appropriate adjustment will be made in the application of the provisions of this Section 5.7 with respect to the rights of HNA after the reorganization, merger, consolidation or sale to the end that the provisions of this Section 5.7 (including adjustment of the Class D Conversion Ratio then in effect and the number of Converted Preferred Shares into which the HNA Preferred Shares may be converted) will be applicable after that event and be as nearly equivalent as may be practicable.