Examples of Series B Designation in a sentence
Each party agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement, the Series B Designation, and any other Transaction Document (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York, Borough of Manhattan.
Effective as of the Effective Time, Executive hereby releases and discharges the Company from all Claims related to, arising from, or attributed to paragraph (h) of the Series B Designation or the Company's failure to comply with any provision thereof at any time at or prior to the Effective Time and, as of the Effective Time, Stockholder agrees to execute and deliver to the Company a waiver and release substantially identical in substance to this Section 4(a)(xii).
The Shares when issued, sold and ---------------------------- delivered to the Purchaser in accordance with this Agreement and the Series B Designation will be duly and validly issued, fully paid, non-assessable and free and clear of all liens and encumbrances (other than restrictions on transfer under applicable federal and state securities laws).
The Series B Designation shall have been accepted for filing by the Secretary of State of the State of Delaware, and a certified copy thereof shall have been delivered to the Placement Agent.
Upon conversion of the Series B Shares in accordance with the Series B Designation, the shares of Conversion Stock shall be (i) validly issued, fully paid and non-assessable, (ii) free from all taxes, liens and charges with respect to the issuance thereof and (iii) subject to the terms and provisions of the Financing Agreements, entitled to the rights accorded to a holder of Common Stock.
The Series B Preferred shall be authorized pursuant to a Certificate of Designation prepared by the Company and, subject to the approval of the Purchasers, filed prior to the Series B Closing Date (as defined below), by the Company with the Secretary of State of Delaware (the "Series B Designation" and, together with the Series A Designation, the "Certificates of Designation").
Upon the Closing, each share of Series B Stock shall be convertible pursuant to the terms of the Series B Designation into 48.40271 shares of Common Stock.
The Shares, the Warrant -------------------------------------- Shares, and the Series C Preferred Shares required to be authorized and reserved pursuant to the Company's certificate of incorporation, the Series B Designation and the Series C Designation shall have been duly authorized and reserved by the Company.
If any directors are elected in accordance with the Series A Designation, Series B Designation or Corporate Governance Agreement, such directors may only be removed, and any vacancy created by their resignation, removal, disqualification, retirement or death may only be filled, in accordance with the terms of the Series A Designation, Series B Designation or Corporate Governance Agreement, as applicable.
The Series B Designation and the Series C ---------------------- Designation setting forth the terms of the Series B and the Series C Preferred Shares, respectively, attached hereto as Exhibits "2.4(c)" and "2.4(d)", ------------------------------ respectively, shall have been filed with the Secretary of the State of Delaware and shall have become effective.