Series B Documents definition
Examples of Series B Documents in a sentence
This Agreement and each of the other Series B Documents each constitute, or will constitute upon execution, a valid and binding agreement of the Company, enforceable against the Company in accordance with their respective terms.
In the event of any stock split, stock subdivision or reverse stock, in each case however consummated, of the Common Stock (or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly shares of Common Stock) occurring after the date hereof, each reference in the Series B Documents to a number of shares or a price per share shall be amended to appropriately account for such event.
Except for the fees and expenses to be paid by the Company pursuant to the terms of this Agreement and the Series D Agreement, there is no investment banker, broker, finder or other intermediary which has been retained by such Holder who is or will be entitled to any fee or commission from the Company arising from consummation of the transactions contemplated by this Agreement and the other Series B Documents.
The Company further acknowledges that, subject to the satisfaction by the Holders of their obligations under the Series B Documents, the Company's obligations under the Series B Documents, including without limitation its obligation to issue the Warrant Securities pursuant to the Series B Documents, are unconditional and absolute and not subject to any right of set off, counterclaim, delay or reduction, regardless of the effect of any such dilution or any claim that the Company may have against any Holder.
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Holders and the Company will be entitled to specific performance under the Series B Documents without posting any bond or other security.
Beacon as a purchaser of ----------------------------------- Intek securities requires execution and delivery of the Shareholders Agreement, the Beacon Registration Agreement, the Registration Rights Agreement, and the Amended and Restated Certificate of Incorporation of Intek (the "Series B Documents").
The Company shall, within two Trading Days after the date 15 hereof, file a Current Report on Form 8-K with the Commission describing the material terms of the transactions contemplated by the Series B Documents and the Transaction Documents in the form required by the Exchange Act, and attaching the material Series B Documents and material Transaction Documents as exhibits to such Form ▇-▇ (▇▇▇ "▇-▇ ▇▇▇▇▇▇").
Except as expressly set forth in this Agreement or any other Transaction Document or Series B Document, including Section 9.03(d) of the Series D Agreement, the Company and each Holder will each pay its own costs and expenses in connection with this Agreement and the other Transaction Documents and Series B Documents and the transactions contemplated hereby or thereby.
The execution, delivery and performance by the Company of this Agreement and the other Series B Documents and the consummation by the Company of the transactions contemplated hereby and thereby are within the Company's corporate powers and have been duly authorized by all necessary corporate action on the part of Company.
The execution, delivery and performance by such Holder of this Agreement and the other Series B Documents to which it is a party, and the consummation by such Holder of the transactions contemplated hereby and thereby, do not and will not violate the organizational documents of such Holder, if such Holder is other than a natural person, or any applicable material law, rule, regulation, judgment, injunction, order or decree in effect on the date hereof and applicable to such Holder.