Series D Conversion Shares definition
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.
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.
Except as otherwise disclosed to the Company, the Series D Purchased Shares and the Series D Conversion Shares will be acquired for such Series D Purchaser’s own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof, and such Series D Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.
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.
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.
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.
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.
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.
The Market Readiness working arrangements will be agreed by Quarter 2, 2018 - 19.
The Preferred Shares, the Warrants, the Conversion Shares, Series C Preferred Stock, Series D Preferred Stock, Series D Conversion Shares and the Transfer Conversion Shares are only transferable pursuant to (a) a public offering registered under the Securities Act, or (b) pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws.