Examples of Junior Preferred Investor in a sentence
Since the 681,818 shares of Xxxxxx common stock to be issued to the Junior Preferred Investor in the Exchange shall, in connection with the Merger, automatically be converted into 681,818 shares of Common Stock of HAUSA, the parties hereto agree that the stock certificate to be received by the Junior Preferred Investor as a result of the Exchange may be issued as a stock certificate for 681,818 shares of Common Stock of HAUSA immediately after the Merger.
Xxxxxx and the Junior Preferred Investor hereby agree that the Exchange shall for all purposes be deemed to be effective immediately prior to the closing of the Merger if the Merger occurs, and that the shares of Junior Preferred Stock shall be deemed to have been exchanged for shares of Xxxxxx common stock at the time that the Merger occurs.
Notwithstanding the foregoing, however, in the event that any proposed amendment or waiver of any provision of this Agreement adversely affects the rights or remedies of the Junior Preferred Investor, then such amendment or waiver shall also require the written consent of the Junior Preferred Investor.
In order to effect the Exchange, the Junior Preferred Investor is hereby delivering to Xxxxxx the stock certificate representing all of the shares of Junior Preferred Stock owned by the Junior Preferred Investor, which certificate has been duly endorsed for cancellation.
Subject to Section 2.2 below, the Junior Preferred Investor hereby irrevocably instructs Xxxxxx to cancel the foregoing certificate and the shares of Junior Preferred Stock immediately prior to the Merger, and Arbios hereby agrees to cancel the Junior Preferred Stock and to issue the 681,818 shares of Xxxxxx common stock in the Exchange immediately before the Merger becomes effective.
The term “Registration Rights Holder” means the Junior Preferred Investor and the Founders, and any assignee of record of the Registrable Securities to whom rights set forth herein have been duly assigned in accordance with this Agreement.
The Company shall promptly give each Junior Preferred Investor who has timely agreed to purchase such Holder’s full pro rata share of such offering of New Securities (a “Junior Preferred Purchasing Holder”) written notice of the failure of any Junior Preferred Nonpurchasing Holder to purchase such Junior Preferred Nonpurchasing Holder’s full pro rata share of such offering of New Securities (the “Junior Preferred Overallotment Notice”).
A Junior Preferred Investor who chooses to exercise its right of second refusal may designate as purchasers under such right itself and/or its partners or Affiliates (including Affiliated Funds), in such proportions as it deems appropriate.
A Junior Preferred Investor’s pro rata share, for purposes of this right of first refusal: is equal to the ratio of (i) the number of shares of Common Stock then owned by such Junior Preferred Investor (on an as-converted basis) to (ii) the total number of shares of Common Stock then owned by all Junior Preferred Investors (on an as-converted basis).
Each Junior Preferred Investor shall have ten (10) days after any such notice is mailed or delivered to agree to purchase such Holder’s pro rata share of such New Securities not purchased by the Major Investors for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased.