Examples of Series E Conversion Shares in a sentence
The Shares when so issued, sold and delivered against payment therefor in accordance with the provisions of this Agreement, and the Series E Conversion Shares, if and when issued upon such conversion, will be duly and validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Ancillary Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser.
The Participating Investor is acquiring the Series E Shares, the Series E Warrants, the Series E Warrant Shares and the Series E Conversion Shares, as the case may be, for his, her or its own account for investment and not as a nominee and not with a view to the distribution thereof.
The Company shall be satisfied that the offer and sale of the Series E Shares, the Series E Warrants, the Series E Warrant Shares and the Series E Conversion Shares shall be qualified or exempt from registration or qualification under all applicable federal and state securities laws (including receipt by the Company of all necessary blue sky law permits and qualifications required by any state, if any).
No Purchaser by virtue of acquiring or holding the Series E Preferred Shares or the Series E Conversion Shares shall be a BHC.
Upon conversion of the Series E Preferred Shares and the issuance, in accordance with the Series E Certificate of Designations, of the Series E Conversion Shares, the Series E Conversion Shares shall be validly issued, fully paid and nonassessable and free from all Encumbrances with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock.
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Series E Shares, the Series E Warrants, the Series E Warrant Shares and the Series E Conversion Shares pursuant to this Agreement shall be obtained and effective as of the Closing.
The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance of the Series E Conversion Shares which equals 130% of the number of shares of Common Stock issuable upon conversion of the Series E Preferred Shares.
This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns including all subsequent purchasers of the Securities, other than any purchaser of Series E Conversion Shares distributed pursuant to an effective Registration Statement.
The Participating Investor understands that the Series E Shares, the Series E Warrants, the Series E Warrant Shares and the Series E Conversion Shares (i) have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), (ii) are "restricted securities" under Rule 144 of the Securities Act and (iii) are being issued pursuant to an exemption from registration contained in the Securities Act based in part upon the representations of the Participating Investor contained herein.
By reason of the Participating Investor's business or financial experience, the Participating Investor has the capacity to protect its own interests in connection with the acquisition of the Series E Shares, the Series E Warrants, the Series E Warrant Shares and the Series E Conversion Shares, as the case may be, and has the ability to bear the economic risk (including the risk of total loss) of the Participating Investor's investment.