Examples of Series D Conversion Shares in a sentence
Can participate in the periodic evaluations of HR reform program reviews that should be conducted annually to check on the progress of the HR reform efforts.
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At the time of the Closing, the sale and issuance of the Securities, the GE Warrants, the Series C Preferred Stock, the Series B Conversion Shares, the Series C Conversion Shares, the Series D Preferred Stock, the Series D Conversion Shares, the Warrant Shares and the GE Warrant Shares shall be legally permitted by all laws and regulations to which the Company and the Purchaser are subject.
The offer and sale of the Series D Purchased Shares under this Agreement, and the issuance of the Series D Conversion Shares upon conversion thereof are or shall be exempt from the registration requirements and prospectus delivery requirements of the Act, and from the registration or qualification requirements of any other applicable securities laws and regulations.
Such Series D Purchaser acknowledges that the Company has no obligation to register or qualify the Series D Purchased Shares or the Series D Conversion Shares for resale, except as set forth in the Shareholders Agreement.
Such Series D Purchaser understands that the Series D Purchased Shares and the Series D Conversion Shares are restricted securities within the meaning of Rule 144 under the Act, that the Series D Purchased Shares and Series D Conversion Shares are not registered or listed publicly or unless an exemption from such registration or listing is available.
It is anticipated that, following the acquisition of the GMI Stock and consummation of the iBill acquisition, such Series D Conversion Shares and the 3.2 million shares of Common Stock (a total of up to 85.0 million shares of Common Stock) will be distributed to the holders of Penthouse Common Stock and other securities convertible into or exercisable for shares of Penthouse Common Stock in connection with the subsequent liquidation of that entity.
Each share of Series D Preferred Stock being converted shall convert into a number of shares of Class A Common Stock equal to the Aggregate Series D Conversion Shares divided by the number of shares of Series D Preferred Stock then outstanding.
The issuance of the Preferred Shares, the Conversion Shares, the Series C Preferred Stock, the Series D Preferred Stock, the Series D Conversion Shares and the Transfer Conversion Shares as contemplated by this agreement, does not require the approval of the any of the Company's shareholders under state or federal law or regulations, or Nasdaq Marketplace Rules.
All corporate and shareholder action necessary to the authorization, creation, issuance and delivery of the Preferred Shares, the Warrants, the Conversion Shares, the Series C Preferred Stock, the Series D Preferred Stock, the Series D Conversion Shares and the Transfer Conversion Shares has been taken by the Company, or will be taken by the Company on or prior to the Closing Date.