Pubco Preferred Stock definition
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.
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.
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.
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.
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.
The shares of Pubco Preferred Stock to be issued to holders of Company Common Stock pursuant to this Agreement (including upon any exercise of Pubco Convertible Securities) will be, when issued, duly authorized, validly issued, fully paid and non-assessable.
Subject to adjustments as required by any Interim Financing undertaken by the Company, at the Closing Date, the authorized capital stock of Pubco shall consist of 300,000,000 shares of Pubco Common Stock, of which 157,186,262 shares of Pubco Common Stock will be issued and outstanding and 50,000,000 shares of Pubco Preferred Stock, of which no shares will be issued and outstanding, subject to adjustments required by any Interim Financing undertaken by the Company.
Pubco will use the proceeds received from the IPO and 2021 Pubco Preferred Stock Issuance to, among other things, (i) acquire Preferred Units and LLC Units from the Company, (ii) purchase LLC Units from certain Members of the Company and (iii) purchase the stock of LCAT Franchise Holdings, Inc.
For example, if 5,000 shares of Pubco Preferred Stock are converted into 45,000 shares of Class A Common Stock, then 5,000 Preferred Units will automatically convert into 45,000 LLC Units.
As of the date of this Agreement, there are 15,000,000 shares of Pubco Common Stock issued and outstanding and no share of Pubco Preferred Stock outstading.