Examples of Parent Series A Preferred Shares in a sentence
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 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.
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.
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.
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).
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”).
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.
Prior to the Partnership Merger Effective Time, Parent LP shall adopt an amendment to the Parent Partnership Agreement substantially in the form of Exhibit E attached hereto, authorizing and setting forth the terms of 109 the Parent LP Preferred Units to be issued to Parent in exchange for its transfer of the Parent Series A Preferred Shares to Parent LP in advance of the Partnership Merger, as described in Section 2.5 hereof.
Prior to the REIT Merger Effective Time, Parent shall designate a number of Parent Preferred Shares as Parent Series A Preferred Shares sufficient to enable Parent LP to satisfy the REIT Preferred Merger Consideration, and shall adopt and file Articles Supplementary substantially in the form of Exhibit D attached hereto, setting forth the terms of the Parent Series A Preferred Shares.