Series A Amendment definition
Examples of Series A Amendment in a sentence
On the day the Information Statement is mailed to the stockholders of the Company, the Company shall cause the Series A Amendment to be filed with the Secretary of State of Delaware.
The representations and warranties of the Company contained in this Agreement and any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions shall survive the effectiveness of the Series A Amendment and the issuance of the Warrants.
Except for shareholder approval of the Series A Amendment, all filings, consents, waivers, authorizations, licenses, permits, certificates and approvals of any Person required to have been made or obtained on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement, all of which are set forth on Schedule 3(f) hereto, shall have been duly made or obtained and shall be in full force and effect on the Closing Date.
For the avoidance of doubt, the effectiveness of this Agreement is conditioned on (i) the closing of a Minimum Capital Raise; (ii) the approval of the Certificate Proposal by the Board of Directors and Stockholders; (iii) the effectiveness of the Certificate Amendment and (iv) the delivery to the Series 2023 Noteholders of the fully executed Series A Amendment.
Promptly after receipt of the required shareholder approval, the Company shall file the Series A Amendment with the Registrar of Corporations of Yukon Territory, Canada (the "Registrar").
If any Action shall be brought against any Indemnified Party in respect of which indemnity may be sought pursuant to this Agreement or the Series A Amendment, or the Warrants, such Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Indemnified Party.
Following such vote or consent, the Series A Preferred Stock Conversion will be effective as of the Closing Date immediately after the filing by the Company of the Series A Amendment with the Delaware Secretary of State.
The Company has (i) received, on or prior to Closing, the approval of the majority stockholder of Common Stock and the approval of the majority stockholder of Series A Convertible Preferred with respect to the Restated Certificate of Incorporation as set forth in EXHIBIT E and Series A Amendment as set forth in EXHIBIT A and (ii) prepared the Schedule 14C with respect to the Restated Certificate of Incorporation and the Series A Amendment as required under the Exchange Act.
The Board shall have adopted the resolutions embodied in the Series A Amendment; and the Investors shall have received a copy of the Series A Amendment, certified as of the Closing by the Secretary of the Company; and the Series A Amendment shall have been filed with the Secretary of State of Delaware, and its terms shall have become effective, and the Investors shall have received a copy of the Series A Amendment, certified by the Secretary of State of Delaware.
Immediately upon the effectiveness of the Schedule 14C, the Company shall file the Restated Certificate of Incorporation, in substantially the form set forth in EXHIBIT E hereto, including the Series A Amendment in substantially the form set forth in EXHIBIT A hereto.