Examples of Purchaser Convertible Preferred Stock in a sentence
The Parties will negotiate in good faith the terms of each of the Related Agreements (it being understood that representatives of Purchaser shall act on behalf of the Acquired Subsidiaries in connection therewith) and a certificate of designations regarding the Purchaser Convertible Preferred Stock consistent with the term sheets attached hereto and on other customary terms reasonably satisfactory to the Parties.
Purchaser shall use its commercially reasonable efforts to cause the shares of Purchaser Common Stock comprising the Stock Consideration to be issued and delivered to Sellers in accordance with Section 2.2 (including shares issuable upon conversion of any Purchaser Convertible Preferred Stock) to be approved for listing on the NYSE, subject to official notice of issuance, prior to the Closing Date.
The financial situation of each Fund is such that it can afford to bear the economic risk of holding the unregistered shares of Purchaser Common Stock and Purchaser Convertible Preferred Stock for an indefinite period and such Fund can afford to suffer the complete loss of its investment in the Purchaser Common Stock Consideration and the Purchaser Convertible Preferred Stock Consideration.
Each Fund is acquiring its portion of the Purchaser Common Stock Consideration and the Purchaser Convertible Preferred Stock Consideration solely for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof.
For purposes of determining the number of Shares sold, transferred or otherwise disposed of for purposes of this clause (b), the Purchaser Common Stock and Purchaser Convertible Preferred Stock shall be aggregated and considered together, with the Purchase Convertible Preferred Stock being treated on an as converted basis.
As long as any shares of Purchaser Convertible Preferred Stock remain outstanding, Purchaser will reserve and have available for issuance to the holders of the Purchaser Convertible Preferred Stock upon conversion thereof a number of authorized but unissued shares of the Purchaser Common stock equal to the number of shares of Purchaser Common Stock issuable upon conversion of the Purchaser Convertible Preferred Stock.
At any future shareholder meeting of the Purchaser beyond the Closing, the rightful owners of the Purchaser Convertible Preferred Stock will be entitled to voting rights equal to the number of Purchaser Common Stock that the Purchaser Convertible Preferred Stock may convert into notwithstanding the fact the Purchaser Convertible Preferred Stock has not been converted to Purchaser Common stock.
Purchaser shall as promptly as practicable prepare and submit to the New York Stock Exchange a listing application covering the shares of Purchaser Common Stock and Purchaser Convertible Preferred Stock to be issued in connection with the Merger and this Agreement, and shall use all reasonable efforts to obtain, prior to the Effective Time, approval for the listing of such shares, subject to official notice of issuance.
Shares of Purchaser Convertible Preferred Stock as to which a Convertible Preferred Stock Election is made, including Unconverted Cash Election Shares which a record holder has requested be converted into Convertible Preferred Stock Consideration, are referred to herein as "Convertible Preferred Stock Election Shares".
Notwithstanding anything in this Agreement to the contrary, the aggregate amount of Cash Consideration to be provided to holders of Company Common Stock shall not exceed the Cash Available for Election and no more than 50% of the aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Merger shall be converted into Purchaser Convertible Preferred Stock.