Examples of Series D Conversion Shares in a sentence
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.
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 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.
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.
The Series D Preferred Stock outstanding as at any date shall be convertible into a number of shares of Class A Common Stock (the "Aggregate Series D Conversion Shares") equal to .625 times the excess, if any, of (A) the Aggregate Conversion Shares over (B) the aggregate Preference Amounts (as defined in the Series C Designation) with respect to all outstanding shares of Series C Preferred Stock divided by the Net Realizable FMV of a share of Class A Common Stock at the time of conversion.
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.
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.