Examples of Parent Series A Preferred Shares in a sentence
All issuances of Parent Series A Preferred Shares pursuant to the foregoing shall be made in accordance with the terms, and subject to the conditions, set forth in the Merger Agreement and such Investor’s Equity Commitment Letter, the Warrant Exchange Agreement, and the Noteholder Conversion Agreement, as applicable.
Parent shall issue Parent Series A Preferred Shares to each Founder in exchange for their respective capital contributions to Parent to the extent such capital contributions are satisfied by (i) a Cash Contribution, (ii) an Indebtedness Contribution, (iii) a Warrant Contribution, or (iv) a combination of two or more of the foregoing, in each case calculated based on the method set forth in Section 2.2(a).
All issuances of Parent Series A Preferred Shares pursuant to the foregoing shall be made in accordance with the terms, and subject to the conditions, set forth in the Merger Agreement and in such Founder’s Equity Commitment Letter, the Warrant Exchange Agreement, and the Noteholder Conversion Agreement, as applicable.
The terms of the Parent Series A Preferred Shares as set forth in Exhibit E, which, when filed with the ASX, will reflect a Stated Value (as to be defined in the terms of the Parent Series A Preferred Shares) of $900 per Parent Series A Preferred Share and a Conversion Price (as to be defined in the terms of the Parent Series A Preferred Shares) equal to the Series B Effective Time Conversion Price divided by the Base Exchange Number.
None of Parent, the Company, the Surviving Corporation, the Exchange Agent, or any other Person will be liable to any former holder of shares of Company Capital Stock for any Parent Common Shares (or dividends or distributions with respect thereto) or Parent Series A Preferred Shares (or dividends or distributions with respect hereto) delivered to a public official pursuant to any abandoned property, escheat or similar Law.
The Parent shall file the terms of the Parent Series A Preferred Shares with the ASX as of or prior to the Effective Time.
The Parent Common Shares to be issued to the Company Shareholders in connection with the Merger and the Parent Series A Preferred Shares to be issued upon the conversion of the shares of Company Series B Preferred Stock, in each case, when issued and delivered in accordance with this Agreement, will be duly authorized and issued, fully paid and nonassessable and free and clear of any Liens (other than limitations on transfer and other restrictions imposed by federal or state securities Laws).
Parent shall use its reasonable best efforts to cause the Parent Common Shares and the Parent Series A Preferred Shares to be issued in the Merger to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Effective Time.
The terms of the Parent Series A Preferred Shares will be in the form set forth in Exhibit C (the “Parent Series A Preferred Share Terms”).
The Parent Common Shares and the Parent Series A Preferred Shares to be issued in the Merger, and any Parent Common Shares to be reserved for issuance upon conversion or exchange of the Company Convertible Notes shall have been approved for listing on the NYSE, subject only to official notice of issuance.