Series C Statement definition

Series C Statement means the Statement of Designation Establishing Series C Preferred Stock of Positron Corporation, filed with the Texas Secretary of State on May 21, 2004.
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Series C Statement means the Statement of Resolution adopted by the Board of Directors of Dynegy to establish the terms of the Series C Preferred Stock.
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Examples of Series C Statement in a sentence

  • The Conversion Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued and delivered upon conversion in accordance with the Company Articles, including the Series C Statement, will be validly issued, fully paid and nonassessable.

  • The parties shall cooperate with each other in making the filings contemplated by this Section 6.9. Anything in the Series C Statement to the contrary notwithstanding, no conversion of the Series C Preferred Stock shall occur that would fail to meet applicable HSR Act requirements.

  • The Series C Statement and Series D Statement shall have -------- been filed with the Secretary of State of the State of Texas and shall be in full force and effect on the Closing.

  • The Company agrees, in connection with a Transfer of shares of Series C Stock that will result in the conversion of such shares of Series C Stock to Company Common Stock in accordance with the Series C Statement, to use its reasonable best efforts to cause the Company’s transfer agent to deliver such shares of Company Common Stock to such Transferee within the time period required to settle such transaction.

  • All corporate action on the part of the Company, Propco, and their respective officers, directors and stockholders necessary for the authorization of the Series C Stock and the filing of the Series C Statement and the authorization, execution, delivery and performance of the Transaction Agreements to which it is or will be a party has been taken or in the case of the Propco Investor Rights Agreement will be taken prior to the Record Date.

  • The Series C Preferred Stock issuable upon conversion of the Note and the Common Stock issuable upon conversion of the Series C Preferred Stock are subject to the contractual rights and restrictions set forth in the Articles, Series A Statement, Series C Statement and Series D Statement.

  • The Company shall have filed the Series C Statement and -------- Series D Statement with the Secretary of State of the State of Texas, which shall be in full force and effect on the Closing, and delivered to the Investor a certified copy of the Series C Statement and Series D Statement.

  • Each outstanding share of Series C Preferred Stock shall have no voting rights, except as may be required by the law of the state of incorporation or as further described in this Series C Statement of Rights.

Related to Series C Statement

  • 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.

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

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

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

  • Series B Certificate of Designations has the meaning set forth in the recitals hereto.

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

  • 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.

  • Series A Certificate of Designations means the Certificate of Designations with respect to the Series A Preferred Stock adopted by the Board of Directors and duly filed with the Secretary of State of the State of Delaware on or before the Payment Date substantially in the form attached hereto as Exhibit C.

  • Draft Closing Statement means a draft closing statement, prepared by Seller, as of the close of business of the third (3rd) business day preceding the Closing Date setting forth an estimated calculation of both the Purchase Price and the Estimated Payment Amount.

  • 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.

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

  • 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.

  • Series B Certificate of Designation means the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series B Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof.

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

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

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Series A Certificate of Designation means the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series A Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof.

  • 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.

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

  • Closing Financial Statements has the meaning set forth in Section 6.22.

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

  • Adjustment Statement has the meaning set forth in Section 2.6(a).

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

  • 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.

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

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