Examples of Parent Series F Preferred Stock in a sentence
The consideration for the Merger (the “Closing Merger Consideration”) will be paid to Target Members on a 1 for 10,000 exchange basis such that each one percent (1%) interest in Target resulting from the Target Membership Interests shall be exchanged for 10,000 shares of Parent Series F Preferred Stock.
Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Series F Preferred Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Series F Preferred Stock.
The certificates for the shares of Parent Series F Preferred Stock to be issued in the Merger shall bear appropriate legends to identify such privately placed shares as being restricted under the Securities Act, to comply with applicable state securities laws and, if applicable, to notice the restrictions on transfer of such shares.
Parent intends that the shares of Parent Series F Preferred Stock issued in connection with the Merger will be issued in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), by reason of Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act.
The Parent shall have received sufficient funds from the sale of Parent Series F Preferred Stock.
From and after the Effective Date, until surrendered as contemplated by this Section 3.5, each Certificate shall be deemed for all corporate purposes to evidence the number of shares of Parent Series F Preferred Stock into which the shares of Company Capital Stock represented by such Certificate have been converted.
In lieu thereof, any fractional share shall be rounded up to the nearest whole share of Parent Series F Preferred Stock.
The shares of Parent Series F Preferred Stock to be issued pursuant to Section 3.1 of this Agreement are duly authorized and reserved for issuance, and upon issuance thereof in accordance with this Agreement and the Agreement of Merger will be validly issued, fully paid and nonassessable.
The Parent Series F Preferred Stock shall have the rights and preferences set forth in Exhibit H.
Parent agrees that for all Company Options which, pursuant to the Merger are converted into options to acquire Parent Series F Preferred Stock, the Common Stock into which the resulting shares of Parent Series F Preferred Stock are convertible will be included by Parent in any S-8 filing made by Parent with the SEC and as a result all of such Common Stock will freely salable without restriction or further registration.