Examples of Series B-1 Stock in a sentence
Each share of Common Stock, Series A Stock, Series A-1 Stock, Series B Stock, Series B-1 Stock, and Series C Stock (collectively, the “Shares”) held in treasury by the Company immediately prior to the Effective Time (the “Cancelled Shares”), shall be cancelled and extinguished, and no consideration shall be delivered in exchange for such cancellation.
This Agreement, along with the Series B Stock Purchase Agreement and each of the Exhibits thereto and the Series B-1 Stock Purchase Agreement and each of the Exhibits thereto, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifically set forth herein and therein.
As used herein, the term “Investors’ Shares” shall mean the shares of Series A Stock issued under the Series A Agreement and/or Series A-1 Stock issued under the Series A-1 Agreement and/or Series B Stock issued under the Series B Agreement, Series B-1 Stock issued under the Series B-1 Agreement, Series B-2 Stock issued under the Series B-2 Agreement, Series C Stock issued under the Series C Agreement plus all then-outstanding shares of Conversion Stock.
Holders of shares of Series B-1 Stock shall have the sole right to elect the Series B-1 Directors (as defined below), and each holder of Series B-1 Stock shall have one vote per share held in any such election.
Any change in or amendment or modification of the Core Rights or the definition herein of the term “Core Rights” shall be submitted to a vote of the holders of Series B-1 Stock and Series B-2 Stock for their consideration and approval.
Such Investor understands that the Series B-1 Stock has not been registered under the Securities Act by reason of its issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to the exemption provided in Section 4(2) and/or Regulation D promulgated under the Securities Act, and that the Series B-1 Stock may not be sold or otherwise disposed of unless registered under the Securities Act or exempted from such registration.
The holders of shares of the Series B-1 Stock shall have the trading rights, including trading floor access rights and privileges, set forth in the corporation's by-laws and rules for its Chicago Mercantile Exchange Division Members.
This Agreement may be amended, modified and supplemented, and any of the provisions contained herein may be waived, only by a written instrument signed by the Company and by the Investors and the Holders owning at least a majority of the outstanding Series B-1 Stock and Common Stock issued upon conversion thereof owned by all Holders or Investors as the case may be.
Prior to the Maturity Date, Holder may, in its sole and absolute discretion, convert the outstanding principal balance of this Note and the accrued but unpaid interest thereon into shares of Series B-1 Convertible Preferred Stock, par value $0.01 per share, of the Company ("Series B-1 Stock") at a conversion price equal to $0.75 per share.
Holders of shares of Series B-1 Stock shall have the sole right to elect the Series B-1 Directors.