Parent Preferred Stock Conversion definition
Examples of Parent Preferred Stock Conversion in a sentence
Each Parent Preferred Stock Conversion will constitute a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws and judicial decisions of general applicability relating to or affecting creditors rights and to general principles of equity.
No action or proceedings shall have been instituted or, threatened before a court or other government body or by any public authority to restrain or prohibit the Parent Preferred Stock Conversion to occur on such Closing Date.
Each Parent Preferred Stock Conversion will not violate any provision of any applicable law known to be applicable to it or the Articles of Incorporation or the By-Laws of Parent or any material agreement or instrument by which it is bound, and will not result in the creation of any material encumbrance or charge upon any of its assets.
Parent has the full power and authority to enter into each Parent Preferred Stock Conversion and to incur and perform the obligations in connection therewith, all of which have been duly authorized by all necessary corporate action.
The Parent Preferred Stock Conversion, the Reverse Stock Split and the Increased Authorization shall have been duly effected.
The affirmative vote of the holders of a majority of the outstanding shares of capital stock of Parent to adopt the Agreement, the Parent Preferred Stock Conversion, the Reverse Stock Split, the Increased Authorization and the Name Change at the duly convened Parent Stockholders' Meeting (the "Parent Required Vote") is the only vote of the holders of any class or series of Parent's capital stock necessary to consummate the transactions contemplated by this Agreement.
Each Purchaser represents that it is experienced in investment matters, fully understands the transactions contemplated by a Parent Preferred Stock Conversion, has the knowledge and experience in financial matters as to be capable of evaluating the merits and risks of its investment and has the financial ability and resources to bear the economic risks of its investment.
The representations and warranties of the respective Purchaser contained in Section 3.4 hereof shall be true and correct in all material respects on and as of the respective Closing Date for such Parent Preferred Stock Conversion.
Parent shall have furnished the Purchaser on the relevant Closing Date an opinion of counsel, dated the Closing Date for such Parent Preferred Stock Conversion, in form and substance reasonably satisfactory to such Purchaser.
Exhibit A to this Article contains a list of CenturyLink Wire Centers that meet the criteria for being designated as a Tier 1 Wire Center at the time this Agreement becomes effective.