Examples of Pubco Preferred Stock in a sentence
There are no agreements purporting to restrict the transfer of the Pubco Preferred Stock or Pubco Common Stock, no voting agreements, voting trusts, or other arrangements restricting or affecting the voting of the Pubco Preferred Stock or Pubco Common Stock.
As of the date of this Agreement, the authorized capital stock of Pubco consists of 74,000,000 shares of Pubco Common Stock, $0.001 par value, of which 33,518,159 shares of Pubco Common Stock are issued and outstanding and 1,000,000 shares of Pubco Preferred Stock, $0.001 par value, of which 42,013 shares of Pubco Preferred Stock are issued and outstanding.
As of the date of this Agreement, there are 94,866,525 shares of Pubco Common Stock issued and outstanding, (which shares include the 64,866,000 outstanding common shares slated for cancellation concurrently with the Closing hereof and exclude the shares hereby issuable to the Selling Shareholders and those issuable pursuant to the private placement agreement referenced in below subsection 6.13), and no outstanding shares of Pubco Preferred Stock.
Similarly, the shares of Pubco Common Stock to be issued upon conversion of Pubco Preferred Stock issued as Merger Consideration under this Agreement will be, when issued, duly authorized, validly issued, fully paid and non-assessable.
Except as contemplated by this Agreement, there are no outstanding options, warrants, subscriptions, phantom shares, conversion rights, or other rights, agreements, or commitments obligating Pubco to issue any additional shares of Pubco Preferred Stock or Pubco Common Stock, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Pubco any shares of Pubco Preferred Stock or Pubco Common Stock as of the date of this Agreement.
Pubco shall deliver to the Company Shareholders on the Closing Date original certificates evidencing the Pubco Preferred Stock, and in form and substance satisfactory to the Company Shareholders, in order to effectively vest in each Company Shareholder its respective right, title and interest in the Preferred Stock.
The authorized capital stock of Pubco consists of 20,000,000 shares of preferred stock with a par value of $0.0001 per share (the “Pubco Preferred Stock”) and 750,000,000 shares of common stock with a par value of $0.0001 per share (the “Pubco Common Stock”), of which no shares of Pubco Preferred Stock and 126,869,712 shares of Pubco Common Stock are currently issued and outstanding.
Nevertheless, the parties acknowledge that purchasers of Company Common Stock in the Private Placement (as defined in Section 5.4) may not have certificates issued for such Company Common Stock and in such case shall not, therefore, be required to surrender any Company Certificates relating thereto prior to receiving Pubco Certificates in the event Pubco determines to issue certificates representing Pubco Preferred Stock.
From and after the Effective Time, and after the stockholders of Pubco shall have approved an increase in the number of shares of capital stock authorized for issuance under its certificate of incorporation, Pubco shall reserve a sufficient number of authorized but unissued shares of Pubco Common Stock into which all of the Pubco Preferred Stock issued upon the Merger shall be convertible.
There are no agreements or arrangements pursuant to which Pubco is or could be required to register shares of Pubco Preferred Stock or other securities under the Securities Act or other agreements or arrangements with or among any security holders of Pubco with respect to securities of Pubco.