Preferred Stock Conversion Shares definition
Examples of Preferred Stock Conversion Shares in a sentence
Prior to any proposed transfer of any Preferred Stock, Conversion Shares or Restricted Stock (other than under the circumstances described in Sections 4, 5 or 6), the holder thereof shall give written notice to the Company of its intention to effect such transfer.
As long as any Holder owns Preferred Stock, Conversion Shares, Warrants or Warrant Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act.
Each certificate representing Preferred Stock, Conversion Shares or Restricted Stock shall, except as otherwise provided in this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following form: "The securities represented by this certificate have not been registered under the Securities Act of 1933 or applicable state securities laws.
Neither the issuance, sale or delivery of the Shares, nor the issuance or delivery of the Preferred Stock Conversion Shares is subject to any preemptive right of the Company’s stockholders or to any right of first refusal or other right in favor of any Person.
Without limiting the generality of the foregoing, all representations, covenants and agreements benefiting the Purchaser shall inure to the benefit of any and all subsequent holders from time to time of the Shares or the Preferred Stock Conversion Shares, as the case may be.
The Purchaser acknowledges that the certificates evidencing the Shares and the Preferred Stock Conversion Shares will bear the legend set forth below or substantially similar legend: The securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Act”), or under the securities laws of certain states.
Each certificate representing Preferred Stock, Conversion Shares or Restricted Stock shall, except as otherwise provided in this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following form: “The securities represented by this certificate have not been registered under the Securities Act of 1933 or applicable state securities laws.
Neither the Company nor any Person acting on its behalf has offered the Shares or the Preferred Stock Conversion Shares to any Person by means of general or public solicitation or general or public advertising, such as by newspaper or magazine advertisements, by broadcast media, or at any seminar or meeting whose attendees were solicited by such means.
The Preferred Stock Conversion Shares when issued in accordance with the terms of the Certificate of Designation and/or the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
If any shares of Preferred Stock are converted into Common Stock at a time when there is an effective registration statement to cover the issuance of the Preferred Stock Conversion Shares or at a time when such shares of Preferred Stock Conversion Shares would be eligible for resale under Rule 144 by a non-affiliate of the Company, the Preferred Stock Conversion Shares issued pursuant to any such conversion shall be issued free of all restrictive legends.