Examples of Series B Preferred Stockholder in a sentence
The Corporation shall promptly send by first-class mail, postage prepaid, to each Series B Preferred Stockholder at such holder's address appearing on the Corporation's records a copy of (i) each registration statement filed by the Corporation under the Securities Act and each amendment thereof and each exhibit and schedule thereto and (ii) each order of the Securities and Exchange Commission declaring any such registration statement to be effective.
The Company has designated 62,500 shares as Series B Preferred Stock that convert into 2 shares of common stock for every 1 share of Series B Preferred Stock and have voting rights and vote on an “as converted” basis in actions required to have Series B Preferred Stockholder approval.
The Corporation shall also cause a copy of such statement to be sent by first-class, certified mail, return receipt requested, postage prepaid, to each Series B Preferred Stockholder at such holder's address appearing on the Corporation's records.
In particular, the Series B Preferred Stockholder is aware that the Stock may not be sold pursuant to Rule 144 (“Rule 144”) or Rule 701 (collectively, the “Rules”) promulgated under the 1933 Act unless all of the conditions of the applicable Rules are met.
Following receipt of the payments set forth in clauses (i) through (iii) above, such amounts shall be distributed as soon as practicable by the Paying Agent by wire transfer of immediately available funds to the account of each Series A Preferred Stockholder, Series B Preferred Stockholder and Common Stockholder, as applicable.
The Series B Preferred Stockholder does not have any such intention.
Upon the terms and subject to the conditions hereof, the Series B Preferred Stockholder and the Company hereby exchange each share of Series B Preferred Stock held by such Series B Preferred Stockholder for one (1) share of Series B-1 Preferred Stock.
If any Common Stockholder, Series A Preferred Stockholder or Series B Preferred Stockholder fails to deliver a completed and validly executed Letter of Transmittal prior to the Closing, Parent will pay the amount in cash set forth on the Closing Date Payments Exhibit with respect to such Stockholder within three Business Days of receipt of a completed and validly executed Letter of Transmittal from such Stockholder after the Closing.
The Series B Preferred Stockholder represents that, in the absence of an effective registration statement covering the Series B-1 Preferred Stock, the Series B Preferred Stockholder will sell, transfer, or otherwise dispose of the Series B-1 Preferred Stock only in a manner consistent with the representations set forth herein and then only in accordance with the provisions of Section 3.4.
The Company represents and warrants to the Series B Preferred Stockholder that (a) the shares of Series B-1 Preferred Stock have been duly authorized and validly issued and are fully paid and non-assessable, and (b) this Agreement has been duly authorized, executed and delivered by the Company, and this Agreement constitutes the valid and legally binding obligation of the Company.