Examples of Series F Conversion Shares in a sentence
Such CMPI Shareholder agrees not to resell or otherwise dispose of all or any part of the OCG Series F Stock or the Series F Conversion Shares, except as permitted by law, including, without limitation, any regulations under the Securities Act and other applicable securities laws.
During the course of the transactions contemplated by this Agreement and prior to the purchase of any OCG Series F Stock or Series F Conversion Shares, such CMPI Shareholder has had the opportunity to ask questions of and receive answers from representatives of OCG concerning the terms and conditions of the offering of the OCG Series F Stock and the Series F Conversion Shares, and to obtain additional information, documents, records and books relative to OCG and an investment in OCG.
Such CMPI Shareholder acknowledges that OCG does not have any present intention and is under no obligation to register the OCG Series F Stock or the Series F Conversion Shares under the Securities Act and other applicable securities laws.
Such CMPI Shareholder understands that none of the OCG Series F Stock or the Series F Conversion Shares has been registered under the Securities Act or any other applicable securities laws, and, therefore, cannot be resold unless they are subsequently registered under the Securities Act and other applicable securities laws, or unless an exemption from such registration is available.
Such Registration Statement shall initially register for resale a number of shares of Common Stock equal to at least 200% of the sum of the number of Series D Conversion Shares and the Series F Conversion Shares issued and issuable and 150% of the number of Warrant Shares issued and issuable as of the business day immediately preceding the date the Company files the Registration Statement (without regard to any limitations on conversions or exercises), subject to adjustment as provided in Section 3(b).
No fractional Series F Conversion Shares will be issued to Series F Holders upon any conversion.
The Person or Persons entitled to receive the Series F Conversion Shares issuable upon conversion of Series F Preferred on any Series F Conversion Date shall be treated for all purposes as the record holder(s) of such Series F Conversion Shares as of the close of business on such Series F Conversion Date.
All payments and distributions (or deemed distributions) on the shares of Series F Preferred (and on the Series F Conversion Shares received upon their conversion) or Series G Preferred (and on the shares of Common Stock received upon their conversion) shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by the Series F Holders or Series G Holders.
The Shares to be received by the Investor and the Series F Conversion Shares received upon conversion of the Shares (collectively, the “Securities”) will be acquired for investment for the Investor’s own account, not as a nominee or agent and not with a view to or for sale in connection with the distribution of any part thereof.
The term “Qualified Buyer” shall mean a purchaser of the Shares or Series F Conversion Shares from the Investor in compliance with this Agreement and the Right of First Refusal and Co-Sale Rights Agreement.