Examples of Parent Series B Stock in a sentence
The shares of Parent Series B Stock will be, prior to the Effective Date, duly authorized by all necessary corporate action on the part of Parent and upon their issuance will be validly issued and outstanding, fully paid and nonassessable and free and clear of any liens.
The County Clerk being the main point of contact for all questions during the preliminary procedures.
Parent agrees with Stockholders that on the Effective Date, Parent shall, pursuant to a writing satisfactory to the Stockholders, assume and be bound by all obligations of the Company under the Registration Rights Agreement dated April 15, 1994 between the Stockholders and Company, and Parent and Stockholders agree that such agreement shall be amended to pertain to the Parent Series B Stock (and the securities which may be issued on conversion or exchange thereof) in lieu of the Series B Stock.
One certificate shall represent the total number of shares of Parent Common Stock into which such Principal Stockholder's ECI Common Stock has been converted and the other certificate shall represent the total number of shares of Parent Series B Stock into which such Non-Principal Stockholder's ECI Common Stock has been converted.
The shares of common stock of Parent issuable upon conversion or exchange of the shares of Parent Series B Stock or the Parent Notes will be, prior to the Effective Date validly reserved for issuance, and upon issuance upon such conversion or exchange will be validly issued and outstanding, fully paid and nonassessable, and free and clear of any liens.
At the Closing, Parent shall execute and file a certificate of amendment to its certificate of incorporation designating the powers, preferences, limitations and relative rights of the Parent Series B Stock.
All equipment and vehicles provided by the Employer shall be in safe working and good operating condition, and the equipment therein (e.g. air conditioning, fans, etc.) shall be in good working condition.
Such Principal acknowledges that such Principal has been granted the opportunity to ask questions of, and receive answers from, representatives of Parent concerning Parent and the Parent Common Stock and Parent Series B Stock that such Principal is receiving in the Merger and to obtain any additional information that such Principal deems necessary to verify the accuracy of the answers such Principal received from such representatives.
Such Principal further understands that such shares of Parent Common Stock and Parent Series B Stock will constitute "restricted securities" within the meaning of Rule 144 promulgated under the Securities Act and that, as such, such shares of Parent Common Stock and Parent Series B Stock must be held indefinitely unless they are subsequently registered under the Securities Act or unless an exemption from the registration requirements thereof is available.
Each certificate for the shares of Parent Common Stock or Parent Series B Stock to be delivered to stockholders of ECI pursuant to the Merger will be imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR "BLUE SKY" LAWS OF ANY JURISDICTION.