Examples of Series G-1 Preferred Shares in a sentence
Purchaser shall have received from the PRC counsel to the Company, a legal opinion in a form to be agreed between the Company and Purchaser prior to the Closing, dated as of the Closing (which shall cover substantially, among other matters, the matters set forth in the legal opinions delivered in connection with the issuance of the Series G-1 Preferred Shares to the Rollover Shareholder, but revised to cover the Xiaodu PRC Companies).
From and after the first date of issuance of any Series G-1 Preferred Shares (the “ Issuance Date”), the Holders shall be entitled to receive dividends per Series G-1 Preferred Share when, as and if declared by the Board.
The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Exchange Transaction Document and to issue the Series G-1 Preferred Shares in accordance with the terms hereof and thereof.
In lieu of indicating the portion of the Conversion Amount that a Holder elects to convert, such Holder may indicate in a Conversion Notice the number of shares of Common Stock it seeks to receive upon conversion of any portion of such Holder’s Series G-1 Preferred Shares and the reduction of the Conversion Amount pursuant to such conversion shall be determined at the end of such Conversion Date by multiplying such number of shares of Common Stock by the applicable Conversion Price.
Each Holder and the Company shall maintain records showing the number of Series G-1 Preferred Shares so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holders and the Company, so as not to require physical surrender of the certificate representing the Series G-1 Preferred Shares upon each such conversion.
For purposes of clarity, the shares of Common Stock issuable with respect to the Series G-1 Preferred Shares in excess of the Maximum Percentage shall not be deemed to be beneficially owned by a Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act.
The offer and issuance by the Company of the Series G-1 Preferred Shares in conformity with this Agreement constitute transactions exempt from registration under the 1933 Act pursuant to Section 3(a)(9) of the 1933 Act.
The Issuer has authorized the issuance and sale to the Purchasers of up to 1,250,000 shares in the aggregate of (a) the Issuer's Series G-1 Voting Convertible Preferred Stock, par value $.01 per share (the "Series G-1 Preferred Shares") and (b) the Issuer's Series G-2 Non-Voting Convertible Preferred Stock, par value $.01 per share (the "Series G-2 Preferred Shares" and, together with the Series G-1 Preferred Shares, the "Series G Preferred Shares").
Upon the Company’s receipt of such notice, (i) the applicable Redemption Notice of such Holder shall be null and void with respect to such Series G-1 Preferred Shares and (ii) the Company shall immediately return any Series G-1 Preferred Shares, or issue new Series G-1 Stock Certificates to such Holder representing such Conversion Amount to be redeemed.
The parties hereto agree that in the event of the Company’s redemption of any Series G-1 Preferred Shares under this Section 6(b), each Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for such Holder.