Parent Conversion Shares definition

Parent Conversion Shares has the meaning specified in Section 11.2.
Sample 1Sample 2Sample 3
Parent Conversion Shares means shares of Parent Common Stock to be issued upon conversion of the Parent Series C-2 Preferred Stock.
Sample 1Sample 2
Parent Conversion Shares means the shares of Parent Common Stock into which -------------------------- the shares of Preferred Stock are convertible (and issuable in lieu of cash dividends) in accordance with the terms hereof.
Sample 1Sample 2

Examples of Parent Conversion Shares in a sentence

  • No fractional Parent Conversion Shares shall be issued upon conversions of Securities.

  • Neither the Trustee nor any Conversion Agent shall be accountable with respect to the registration under securities laws, listing, validity or value (or the kind or amount) of any Parent Conversion Shares, or of any other securities or property, which may at any time be issued or delivered upon the conversion of any Security; and neither the Trustee nor any Conversion Agent makes any representation with respect thereto.

  • Subject to the truth and accuracy of the representations and warranties of each holder of Company Capital Stock made in connection with the Transactions, the issuance of the Parent Capital Stock as contemplated by this Agreement (and, if issued in accordance with the Parent Amended and Restated Charter, the Parent Conversion Shares) are exempt from the qualification or registration requirements of the Securities Act and applicable state securities laws.

  • It is understood that the Parent Exchange Stock and the Parent Conversion Shares will bear the following legend or another legend that is similar to the following: NEITHER THE SHARES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH SUCH SHARES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.

  • The Parent is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with the listing and maintenance requirements for continued listing of the Parent Conversion Shares on the trading market on which the shares of Parent Common Stock are currently listed or quoted (the OTCQB).

  • The Shareholder understands that the Parent Exchange Stock and the Parent Conversion Shares are deemed “restricted securities” under the Securities Act inasmuch as this Agreement contemplates that, if acquired by the Shareholder pursuant hereto, the Parent Exchange Stock and the Parent Conversion Shares would be acquired in a transaction not involving a public offering.

  • The Shareholder further acknowledges that if the Parent Exchange Stock and the Parent Conversion Shares are issued to the Shareholder in accordance with the provisions of this Agreement and the Certificates of Designations, such Parent Exchange Stock and Parent Conversion Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom.

  • The Stockholders further understand that the Parent Common Stock issuable upon conversion of the Parent Closing Preferred Shares and the Preferred Earn-Out Shares (the "Parent Conversion Shares") will not be registered under the federal securities laws or any applicable state securities laws and that such securities may not be resold without registration under the Securities Act and any applicable state securities laws, except in certain limited circumstances.

  • The Member further acknowledges that if the Parent Preferred Stock and the Parent Conversion Shares are issued to the Member in accordance with the provisions of this Agreement and the Certificate of Designation, such Parent Preferred Stock and Parent Conversion Shares may not be resold without registration under the Securities Act or the existence of an exemption therefrom.

  • It is understood that the Parent Stock and the Parent Conversion Shares will bear the following legend or another legend that is similar to the following: NEITHER [THE SHARES REPRESENTED BY THIS CERTIFICATE / THIS WARRANT] NOR THE SECURITIES INTO WHICH [SUCH SHARES / THIS WARRANT] IS [CONVERTIBLE / EXERCISABLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.


More Definitions of Parent Conversion Shares

Parent Conversion Shares means the 93 new Parent Shares (as adjusted pursuant to the provisions of this Clause 12) to be allotted to the Investor upon exercise of the Second Conversion Option, representing approximately 8.5% of the issued share capital of the Parent at the date of this Agreement;
Sample 1
Parent Conversion Shares has the meaning set forth in Section 3.3(d).
Sample 1
Parent Conversion Shares is defined in Section 4.8.
Sample 1

Related to Parent Conversion Shares

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Company Convertible Notes means the convertible notes issued by the Company pursuant to the convertible note purchase agreement by and among the Company, PA Grand Opportunity Limited and other investors named therein dated June 6, 2016, as amended on June 13, 2016.

  • Company Convertible Securities means, collectively, any options, warrants or rights to subscribe for or purchase any capital stock of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital stock of the Company.

  • Common Warrant Shares means the shares of Common Stock issuable upon exercise of the Common Warrants.

  • Series B-2 Preferred Shares means the Company’s series B-2 preferred shares, par value US$0.00001 per share.

  • Company Conversion Price means, the lower of (i) the applicable Conversion Price and (ii) that price which shall be computed as ninety five percent (95%) of the lowest Volume Weighted Average Price of the Common Stock during the fifteen (15) consecutive Trading Days immediately preceding the applicable Installment Date. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Common Shares means the common shares in the capital of the Corporation;

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • Parent Share Price means the average of the volume weighted averages of the trading prices of Parent Common Shares on NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the 20 consecutive trading days ending on (and including) the trading day that is two trading days prior to the Closing Date.

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

  • Parent Common Shares means the common shares of beneficial interest, $0.01 par value per share, of Parent.

  • Exchanged Shares has the meaning ascribed thereto in Section 2.1.