Examples of Series I Certificate of Designation in a sentence
Any notice required by the provisions of this Series I Certificate of Designation to be given to the Holders shall be deemed given if sent by U.S. nationally recognized overnight courier service, and addressed to each holder of record at his or her address appearing on the books of the Corporation.
For the avoidance of doubt, the registration rights provided by this Section 13(f) shall be pari passu with the registration rights set forth in the Series H Certificate of Designation and Series I Certificate of Designation.
Except as set forth in Section 2(s) of the Disclosure Schedule, as of the date hereof, the Company’s Certificate of Incorporation, Bylaws, Series H Certificate of Designation and Series I Certificate of Designation currently on file with the SEC are true, accurate and complete in all respects, and, except as contemplated by this Agreement and the transactions contemplated hereby, no modifications thereto are currently contemplated by the Company or its Board of Directors.
Purchaser hereby acknowledges and agrees that any Redemption hereunder will be on a pari passu basis with the rights of the Holders under Section 5(a) of the Series H Certificate of Designation and Section 5(a) of the Series I Certificate of Designation.
Each of the parties hereto acknowledges that the Series H Preferred Stock and Series I Preferred Stock (as applicable) shall each have the powers, preferences and rights, and be subject to the qualifications, limitations or restrictions, in each case, set forth in the Series H Certificate of Designation or Series I Certificate of Designation, respectively, including those set forth in the last sentence of Section 5(c) thereof.
The Purchased Shares will have the voting powers, designation, preferences, rights and privileges, and the qualifications, limitations and restrictions thereof, set forth in the Series H Certificate of Designation or Series I Certificate of Designation, as applicable.
Notwithstanding the consummation of the transactions contemplated hereby, Purchaser hereby acknowledges that the Company is obligated to, and the Company agrees that it shall (to the extent that it has not already), comply with the terms of Section 14 of the Series H Certificate of Designation and Section 14 of the Series I Certificate of Designation, as each such section applies to the Offering.
The Purchased Shares, when issued, sold, and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly authorized, validly issued and fully paid, and will be free of restrictions on use, voting or transfer or Liens other than restrictions on transfer or Liens under the applicable state and federal securities Laws and pursuant to the Series H Certificate of Designation or Series I Certificate of Designation, as applicable.
Notwithstanding the consummation of the transactions contemplated hereby, each Purchaser hereby acknowledges that the Company is obligated to, and the Company agrees that it shall (to the extent that it has not already), comply with the terms of Section 14 of the Series H Certificate of Designation and Section 14 of the Series I Certificate of Designation, as each such section applies to the Offering.
The Company acknowledges that its obligation to issue Conversion Shares in accordance with this Agreement, the Convertible Note and the Series I Certificate of Designation is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company and notwithstanding the commencement of any case under 11 U.S.C. ss.ss.101 et seq.