Examples of Series G Certificate of Designations in a sentence
The shares of AIG Common Stock issuable upon conversion of the Series G Preferred Stock (a) have been duly authorized, (b) from and after the time at which the Conversion Price (as defined in the Series G Certificate of Designations) is established, will be reserved for issuance and (c) when so issued in accordance with the terms of the Series G Preferred Stock, will be validly issued, fully paid and non-assessable.
The foregoing Dividend Rate Adjustment shall not apply during any period (1) after the issuance of Series B Preferred Shares pursuant to Section 6(a)(ii)(C) of the Parent Series G Certificate of Designations and (2) prior to the redemption of all such Series B Preferred Shares by the Company, if for the relevant taxable year US Tax Liability would not have been imposed but for the issuance of such Series B Preferred Shares.
The execution and delivery of this Agreement, the Series G Stock and the Series G Certificate of Designations by the Corporation and the performance by the Corporation of this Agreement and the transactions contemplated by this Agreement does not and will not require any registration with, consent or approval of, or notice to, with or by, any federal, state or other governmental authority or regulatory body (including any applicable stock exchange).
When issued to the Stockholders, the Series G Stock will be duly and validly issued, fully paid and non-assessable, and will be free and clear of any Liens, and, except as set forth in this Agreement or the Series G Certificate of Designations, or as provided under applicable securities laws, will not be subject to any restriction on use, voting or transfer.
Subject to the above proviso, the shares of Common Stock issuable to the Stockholders on conversion of the Series G Stock, when issued in accordance with the Series G Certificate of Designations, will be duly and validly issued, fully paid and non-assessable, and will be free and clear of any Liens, and except as set forth in this Agreement or the Series G Certificate of Designations, or as provided under applicable securities laws, will not be subject to any restriction on use, voting or transfer.
The Company has full legal right, corporate power and authority to authorize, execute and deliver this Agreement, the Series G Certificate of Designations, the Registration Rights Agreement Acknowledgement and Joinder attached hereto as Exhibit C and the Amended and Restated April 2014 Note (all such agreements and documents are collectively referred to herein as the “Transaction Documents”), perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby.
This Agreement, the Stockholders Agreement and the Series G Certificate of Designations constitute the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein, and there are no restrictions, promises, representations, warranties, covenants, or undertakings with respect to the subject matter hereof, other than those expressly set forth or referred to herein or therein.
Should a liquidation event occur, as defined in the Series G Certificate of Designations, the common stock and the Series G value will be based on the amount paid or distributed to the holders of capital stock of the Company upon such a liquidation event.
Except for the Securities Act, the Exchange Act and state securities laws, the Issuer is not subject to any federal or state or foreign law or regulation limiting its ability to issue the Series G Preferred Shares or to perform its obligations under the terms of this Agreement, the Stockholders Agreement and the Series G Certificate of Designations.
Amendment and Restatement of Existing Series F Purchase Agreement; Series G Certificate of Designations 36 Section 4.05.