Series B Statement definition

Series B Statement means the Statement with Respect to Shares of Series B Preferred Stock, in the form attached as Exhibit C to the Purchase Agreement.
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Series B Statement means the statement or resolutions forming part of the Corporation's Articles of Incorporation, containing the rights, preferences and designations of the Series B Preferred Stock.
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Series B Statement means the Statement with Respect to Shares of Series B Preferred Stock of the Company.
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Examples of Series B Statement in a sentence

  • So long as no Event of Default under this Agreement or Event of Noncompliance under the Series B Statement occurs or is continuing, each Investor hereby agrees to vote all of its shares of Series B Preferred Stock that are entitled to vote with the Common Stock and any Conversion Stock issued upon conversion thereof, whether now owned or hereafter acquired (collectively, the “Voting Securities”), in accordance with this Section 3.5.

  • The rights, obligations and duties of Company, its Subsidiaries and the holders of the Series B Preferred Stock are set forth exclusively in the Series B Statement and the Securities Purchase Agreement dated as of June 24, 1997.

  • The Shelf Registration Statement shall also cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends, similar transactions or other adjustments provided for in the Series B Statement with respect to the Registrable Securities.

  • Any terms which refer to the Series B Statement are hereby incorporated by reference hereto in all respects and shall maintain such definition even if such Preferred Stock is no longer outstanding.

  • The Parties further agree that, if any authorization, approval or consent of the shareholders of the Company (in addition to the Shareholder Approval) is reasonably required to give effect to the rights and privileges of Investor set forth in this Agreement, the Investor Rights Agreement and/or the Series B Statement with Respect to Shares, then the obligations of the Company to provide the assistance and cooperation set forth in this Section 6.2 shall apply.

  • Except as may otherwise be required by law, the shares of Series B Preferred Stock shall not have any voting powers, preferences and relative, participating, optional or other special rights, other than those specifically set forth in this Series B Statement of Resolutions Fixing Terms (as such Series B Statement of Resolutions Fixing Terms may be amended from time to time in accordance with the terms hereof) and in the Articles of Incorporation.

  • The Series B Statement with Respect to Shares shall have been accepted for filing with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania.

  • As contemplated by Section 6(d)(vii)(E), Section 7(d)(ii) and Section 8(b) of the Series A Statement of Designations and Section 8(b) of the Series B Statement of Designations, the approval of the shareholders of the Company is required under Marketplace Rule 4350(i) of The Nasdaq Stock Market before the Company may issue Common Stock upon certain conversions and redemptions of the Series A Preferred and the Series B Preferred (the "Shareholder Approval").

  • The Series B Preferred has the powers, relative rights, qualifications, preferences, limitations and restrictions described in the Series B Statement of Designations.

  • The Company agrees that any notes referenced in Section 7 of the Company's Series B Statement of Designations and Series A Statement of Designations shall be unsecured.


More Definitions of Series B Statement

Series B Statement means the Series B Statement referenced in Recital A(ii).
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Series B Statement has the definition assigned to that term in the definition of "PREFERRED STOCK".
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Series B Statement has the meaning assigned to that term in the definition of Preferred Stock.
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Related to Series B Statement

  • Series B Certificate of Designations means the certificate of designations establishing the terms of the Series B Preferred Stock.

  • Pre-Closing Statement has the meaning set forth in Section 2.4(a).

  • E-Statement means an electronic version of daily confirms, monthly, quarterly or annual statements, and shareholder tax statements created with investor transaction data housed on DST’s TA2000® mutual fund record keeping system, with images available online via a secure web site.

  • Series B Certificate of Designation means the Certificate of Designation of Series B Cumulative Convertible Preferred Shares of the Company as in effect on the date hereof.

  • Conversion Schedule means the Conversion Schedule in the form of Schedule 1 attached hereto.

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Draft Closing Statement means a draft closing statement as of the close of business of the fifth (5th) Business Day immediately preceding the Closing Date setting forth an estimate of the Purchase Price (including all adjustments and prorations thereto).

  • Series A Certificate of Designations means the Certificate of Designations of Series A Preferred Stock of the Company.

  • Certificate of Determination means the Certificate of Determination or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Statement of Preferences means the Issuer's Statement of Preferences of Variable Rate Demand Preferred Shares, dated as of March 31, 2021, as amended from time to time in accordance with the provisions thereof.

  • Series A Certificate of Designation means the Certificate of Designation of Series A Cumulative Convertible Preferred Shares of the Company as in effect on the date hereof.

  • Estimated Closing Statement has the meaning set forth in Section 2.4(a).

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).

  • Certificate of Designations means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Payoff statement means a written statement furnished by the mortgage servicer which sets forth all of the following:

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Closing Date Statement has the meaning set forth in Section 2.06(b).

  • Initial Conversion Price has the meaning specified in Section 13.01.

  • Allocation Statement has the meaning set forth in Section 2.5(a).

  • Earn-Out Statement has the meaning set forth in Section 2.5(c).

  • Consideration Spreadsheet has the meaning set forth in Section 2.16(a).

  • Rule 482 Statement means a document that contains the number of Securities issued, the offering price and any other items dependent upon the offering price, prepared in accordance with the provisions of Rule 482 of the 1933 Act, a copy of which shall be attached as Schedule D hereto. “Statutory Prospectus” as of any time means the prospectus relating to the Securities that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein. Each preliminary prospectus and the prospectus filed as part of the effective Registration Statement or as part of any amendment thereto, or filed pursuant to Rule 497 under the 1933 Act, complied when so filed in all material respects with the Rules and Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Securities, the Fund has complied or will comply with the requirements of Rule 111 under the 1933 Act Rules and Regulations and Rule 3a of the Commission’s Internal and Other Procedures (“Rule 3a”) relating to the payment of filing fees thereof. The Fund, subject to the Registration Statement having been declared effective and the filing of the Prospectus under Rule 497, has taken all required action under the 1933 Act, the 1940 Act, the Securities and Exchange Act of 1934, as amended (the “1934 Act”) and the Rules and Regulations to make the public offering and consummate the sale of the Securities as contemplated by this Agreement.

  • Public statement means a statement made in the ordinary course of business of the public body with the intent that all other members of the public body receive it.

  • Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).