Series F Conversion Shares definition

Series F Conversion Shares means the number of shares of OCG Common Stock issuable upon the conversion, in full, of the aggregate Merger Shares issuable in the Merger to the CMPI Shareholders; and
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Series F Conversion Shares means the shares of Common Stock issued or issuable upon conversion of the shares of Series F-1 Preferred Stock originally issued pursuant to the Series F Purchase Agreement or shares of Common Stock issued or issuable upon conversion of the shares of Series F-1 Preferred Stock issued upon conversion of the Series F-2 Preferred Stock originally issued pursuant to the Series F Purchase Agreement. No director(s) so designated by the holders of the Series F Conversion Shares, or Electra, CIH or Toronto Dominion (or its respective assignee, provided such assignee is a Section 2.4 Affiliate of Electra, CIH or Toronto Dominion), as the case may be, may be removed without the prior consent, given in person or by proxy, either in writing or at a special meeting called for that purpose, of the holders of such Series F Conversion Shares, voting separately as a class. In case of the death, resignation or other removal of any Series F Director, including the Electra Director, the holders of a majority of the Series F Conversion Shares held by the Series F Holders, or Electra (or its assignee), as the case may be, shall have the right to designate a successor director to hold such office for the unexpired term of such removed director. Each Investor covenants and agrees to vote his or its shares, as promptly as possible, either at a special meeting called for such purpose or by written consent in lieu of a meeting, in favor of the election of such successor designee. Until the Company completes an initial public offering of its Common Stock or is sold to or merges with another entity, none of Vanguard or Electra, in their capacity as stockholders of the Company, will take any actions which would result in the representative of BEA Associates, as the manager of certain investment funds that are stockholders of the Company, being removed from the Board of Directors of IWC, so long as such investment funds retain their current level of ownership of Registrable Securities (as defined in Section 1.1(f) hereof) and Registrable Securities (as defined in the Registration Rights Agreement).
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Series F Conversion Shares means any shares of Common Stock issued or issuable upon conversion of the Series F Preferred Shares, and any shares of capital stock received in respect thereof.
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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.

  • 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 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.

  • 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.

  • All Series F Conversion Shares delivered upon conversion of the Series F Preferred, and all shares of Common Stock delivered upon conversion of the Series G Preferred, as applicable, shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Series F Holders or the Series G Holders, respectively).

  • Such Purchaser agrees that, in connection with any transfer of the Series F Senior Preferred Stock or the Series F Conversion Shares or the Adjustment Shares pursuant to an effective registration statement under the Securities Act, such Purchaser will comply with all prospectus delivery requirements of the Securities Act.

  • 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.

  • In case of the death, resignation or other removal of any Series F Director, including the Electra Director, the holders of a majority of the Series F Conversion Shares held by the Series F Holders, or Electra (or its assignee), as the case may be, shall have the right to designate a successor director to hold such office for the unexpired term of such removed director.

  • If the Corporation at any time after the effective date hereof combines (by combination, reverse stock split or otherwise) its outstanding shares of Common Stock into a smaller number of shares, the Series F Conversion Price in effect immediately prior to such combination will be proportionately increased and the number of Series F Conversion Shares obtainable upon exercise of the Series F Preferred will be proportionately decreased.

  • As of the Closing Date, the Company shall have reserved out of its authorized and unissued Common Stock solely for the purpose of effecting the conversion of the Series F Preferred Shares, shares of Common Stock to provide for the issuance of the Series F Conversion Shares in accordance with the terms of this Agreement and the Series F Certificate of Designation.


More Definitions of Series F Conversion Shares

Series F Conversion Shares means (i) the shares of Common Stock issuable upon conversion of shares of Series F Preferred Stock held by any Series F Holder other than a Prairie Holder, and (ii) the shares of Series G Preferred Stock issuable upon conversion of shares of Series F Preferred Stock held by any Prairie Holder, in each case as provided in Article II, Section 4.
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Related to Series F Conversion Shares

  • Interest Conversion Shares shall have the meaning set forth in Section 2(a).

  • Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Conversion Shares means, collectively, the shares of Common Stock issuable upon conversion of the shares of Preferred Stock in accordance with the terms hereof.

  • Series B-2 Preferred Shares means the Company’s series B-2 preferred shares, par value US$0.00001 per share.

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • Series D Shares means shares of Series D Convertible Preferred Stock, par value $0.001 per share of the Company and having the rights, privileges, preferences and restrictions set forth in the Charter.

  • Series A-1 Preferred Shares means the Company’s series A-1 preferred shares, par value US$0.00001 per share.

  • Series B-1 Preferred Shares means the Company’s series B-1 preferred shares, par value US$0.00001 per share.

  • Conversion Share means any share of Common Stock issued or issuable upon conversion of any Note.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series B Preferred Stock means shares of the Company’s Series B Preferred Stock, par value $0.0001 per share.

  • Series B Preferred means the Company’s Series B Preferred Stock, par value $0.001 per share.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

  • Series A Preference Shares means the Series A Preference Shares of £0.05 each in the capital of the Company.

  • Designated Preferred Stock means Preferred Stock of the Company or any direct or indirect parent of the Company, as applicable (other than Disqualified Stock), that is issued for cash (other than to the Company or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof.

  • Interest Shares means the shares of Common Stock and the related Preferred Share Purchase Rights issuable in payment of interest on the Note.