Examples of Series B1 Shares in a sentence
In addition, by executing this Agreement, each of the Other Existing Shareholders hereby waives the preemptive right it is entitled to under the Prior Agreements (as defined below) with respect to the issuance of the Series B-1 Shares pursuant to the terms of the Series B-1 Share Purchase Agreement.
If at any time the number of authorized but unissued shares of Common Stock or Series B-1 Shares shall not be sufficient to effect the conversion of the Preferred Shares or the exercise of the Warrants or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock or Series B-1 Shares, as the case may be, to such number of shares as shall be sufficient for such purposes.
The Company shall also pay all stamp and other taxes and duties levied in connection with the issuance of the Preferred Shares or, upon conversion thereof, the Conversion Shares, or the Series B-1 Shares issuable upon exercise of the Warrants.
Each Class B Preferred share shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable Common Shares as is determined by dividing the respective original issue price for the Series Seed Shares, Series Seed-1 Shares, Series A Shares and Series B-1 Shares by the Conversion Price (as defined below) in effect at the time of conversion.
Assuming the accuracy of the Purchasers’ representations and warranties set forth in Article III hereof, the Company has complied with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Preferred Shares, upon conversion thereof, the Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof).
Notwithstanding the foregoing, the Company may not reject part of a Purchaser’s Purchaser Commitment in such a manner as to change the relative ratio of Series B-1 Shares and Series B-2 Shares to be purchased by such Purchaser from the ratio set forth in such Purchaser’s Schedule 1.
All stockholders of the Company having any preemptive, first refusal or other purchase rights with respect to the issuance of the Preferred Shares, the Conversion Shares or the Series B-1 Shares issuable upon exercise of the Warrants (other than those contemplated by the Transaction Documents) shall have irrevocably waived the same in writing.
The Purchase Commitment made by each Purchaser shall specify the number and dollar value of Series B-1 Shares and the number and dollar value of Series B-2 Shares to be purchased by such Purchaser.
Neither the Company nor any Person acting on its behalf has offered the Preferred Shares or the Conversion Shares and the Warrants (and Series B-1 Shares issuable upon exercise thereof) to any Person by means of general or public solicitation or general or public advertising, such as by newspaper or magazine advertisements, by broadcast media, or at any seminar or meeting whose attendees were solicited by such means.
At the Initial Closing (as defined in Section 1.3 hereof), on the terms and subject to the conditions of this Agreement, the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, that number of Series B-1 Shares set forth opposite the name of such Purchaser under the heading “Number of Preferred Shares to be Purchased” on such Purchaser’s completed Schedule 1.