Examples of Series A-5 Preferred Stock in a sentence
In addition to setting forth the Recapitalization, the Restated Certificate also sets forth, among other things, the terms, designations, powers, preferences, and relative, participating, optional, and other special rights, and the qualifications, limitations and restrictions of the Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock, Series A-5 Preferred Stock and Series A-6 Preferred Stock (as such terms are hereinafter defined).
The Series A-5 Preferred Stock, the Bonus Shares and the Conversion Shares will be free of any liens or encumbrances, other than any liens or encumbrances created by NB; provided, however, that the Series A-5 Preferred stock, the Bonus Shares and the Conversion Shares are subject to restrictions on transfer under U.S. state and/or federal securities laws and as set forth herein and in the Stockholders’ Agreement.
Prior to the Closing, Radius shall be satisfied that the offer and sale of the Series A-5 Preferred Stock, the Conversion Shares and the Bonus Shares shall be qualified or exempt from registration or qualification under all applicable federal and state securities laws (including receipt by Radius of all necessary blue sky law permits and qualifications required by any state, if any).
NB is acquiring the Series A-5 Preferred Stock and the Bonus Shares, for its own account for investment, not as a nominee or agent, and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and, except as contemplated by this Agreement and the Stockholders’ Agreement, NB has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof.
NB understands that the Series A-5 Preferred Stock, the Conversion Shares and the Bonus Shares have not been registered under the Securities Act, and must be held indefinitely until such time as they are subsequently registered under the Securities Act or an exemption from such registration is available.
The issuance, sale and delivery of the Series A-5 Preferred Stock in accordance with this Agreement, and the issuance and delivery of the Conversion Shares upon conversion of the Series A-5 Preferred Stock, have been duly authorized by all necessary corporate action on the part of Radius, and all such shares have been duly reserved for issuance.
The shares of Series A-5 Preferred Stock when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Conversion Shares, if and when issued upon such conversion, will be duly and validly issued, fully paid and non-assessable.
NB’s financial condition is such that it is able to bear all economic risks of investment in the Series A-5 Preferred Stock or the Bonus Shares, including a complete loss of NB’s investment therein.
All action on the part of the officers of Radius necessary for the execution and delivery of the Transaction Documents, the performance of all obligations of Radius under the Transaction Documents to be performed as of the Closing, and the issuance and delivery of the Series A-5 Preferred Stock has been taken or will be taken prior to the Closing.
NB’s subscription and payment for, and NB’s continued beneficial ownership of, the Series A-5 Preferred Stock, will not violate any applicable securities or other laws of such NB’s jurisdiction.