Series 1 Certificate of Designations definition

Series 1 Certificate of Designations means the Certificate of Designations of the Series 1 Preferred.
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Series 1 Certificate of Designations means the Certificate of Designations of Series 1-A Convertible Preferred Stock and Series 1-B Convertible Preferred Stock (as the same may be amended from time to time), in the form attached hereto as Exhibit B.
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Examples of Series 1 Certificate of Designations in a sentence

  • Except as provided in the Series 2 Certificate of Designations and the Series 1 Certificate of Designations, none of the shares of the Company's capital stock which will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock.

  • The shares of the Company's Common Stock issuable upon conversion of the Series 1 Preferred and Series 2 Convertible Preferred Stock will be, when issued in accordance with the respective terms of the Series 1 Certificate of Designations and Series 2 Certificate of Designations, duly authorized, validly issued, fully paid and non-assessable.

  • The Company and the Series 1 Stockholders hereby waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement, the Series 1 Certificate of Designations, the Amended and Restated Registration Rights Agreement, the Shares or the Conversion Shares, or any dealings between them relating to the subject matter of this transaction.

  • The Company hereby consents to the jurisdiction of any state or federal court located within the County of New York, State of New York and irrevocably agrees that, subject to the purchaser's election, all actions or proceedings relating to this Agreement, the Series 1 Certificate of Designations, the Shares or the Conversion Shares may be litigated in such courts.

  • This waiver is irrevocable, meaning that it may not be modified either orally or in writing, and this waiver shall apply to any subsequent amendments, renewals, supplements or modifications to (or assignments of) this Agreement, the Series 1 Certificate of Designations, the Amended and Restated Registration Rights Agreement, the shares or the conversion shares.

  • The Company accepts for itself and in connection with its properties, generally and unconditionally, the nonexclusive jurisdiction of the aforesaid courts and waives any defense of forum non conveniens, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement, the Series 1 Certificate of Designations, the Amended and Restated Registration Rights Agreement, the Shares or the Conversion Shares.

  • The Company will at all times in good faith assist in the carrying out of all such terms, and in the taking of all such action, as may be necessary or appropriate in order to protect the rights of the holders of Shares (as such rights are set forth in the Series D Purchase Agreements, the Series 1 Certificate of Designations, the Amended and Restated Registration Rights Agreement and this Agreement) against dilution or other impairment.

  • The Company will not, by amendment of its certificate of incorporation or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Series 1 Certificate of Designations, the Amended and Restated Registration Rights Agreement, this Agreement or the provisions of Series D Purchase Agreements that survive pursuant to Section 9.2 herein.

  • There have been reserved, and the Company shall at all times keep reserved, free from preemptive rights, out of its authorized Common Stock a number of shares of Common Stock sufficient to provide for the exercise of the conversion rights provided in Section 5 of the Series 1 Certificate of Designations.

  • Except as provided in the Series 1 Certificate of Designations and the Series 2 Certificate of Designations, none of the shares of the Company's capital stock that will be outstanding at the Closing (i) were or will be subject to preemptive rights when issued or (ii) provide the holders thereof with any preemptive rights with respect to any issuances of capital stock.

Related to Series 1 Certificate of Designations

  • Series A Certificate of Designations means the Certificate of Designations with respect to the Series A Preferred Stock adopted by the Board of Directors and duly filed with the Secretary of State of the State of Delaware on or before the Payment Date substantially in the form attached hereto as Exhibit C.

  • Series B Certificate of Designations has the meaning set forth in the recitals hereto.

  • Series A Certificate of Designation means the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series A Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof.

  • Series B Certificate of Designation means the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series B Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof.

  • Certificate of Designations means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in the form of Exhibit A attached hereto.

  • Certificate of Determination means the Certificate of Determination or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Series Designation has the meaning assigned to such term in Section 3.03(a).

  • Series B Preferred means the Company's Series B Preferred Stock, par value $0.01 per share.

  • Series D Preferred means the Corporation's Series D Convertible Preferred Stock, par value $.002 per share.

  • Certificate of Amendment means the Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company, substantially in the form attached to this Agreement as Exhibit A.

  • Series A-2 Preferred Stock means shares of the Company’s Series A-2 Preferred Stock, par value $0.0001 per share.

  • Series C Preferred means all shares of the Series C Preferred Stock, $0.001 par value per share, of the Company.

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Series A Preferred means the Series A preferred stock, $.01 par value per share, of the Company.

  • Preferred Stock as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series A-1 Preferred Shares means the Company’s series A-1 preferred shares, par value US$0.00001 per share.

  • Series C Preferred Units shall have the meaning provided in Section 1.

  • Series A-1 Preferred Stock means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share.

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • Series A Preferred Unit means a Preferred Unit having the designations, preferences, rights, powers and duties set forth in Article XVI.

  • Restated Certificate means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.