Examples of Statement of Resolutions in a sentence
All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Articles of Incorporation, or in any other Statement of Resolutions establishing a series of Preferred Stock or any similar stock or as otherwise required by law.
The Company agrees to submit as soon as practicable, -------------------- for purposes of Rule 4460 of the NASDAQ, a proposal for approval by shareholders of the Company's Common Stock allowing conversion of Series F Preferred Stock in amounts greater than the Maximum Share Amount, as such term is defined in the Statement of Resolutions.
The Company and the Holder agree that the ------------------------ Statement of Resolutions of the Board of Directors Establishing and Designating Series D Convertible Preferred Stock and Fixing the Rights and Preferences of Such Series be amended to read as set forth in Annex I ------- attached hereto (the "Amended Statement of Resolutions").
This Agreement, the Statement of Resolutions, the Preferred Stock certificates, the Registration Rights Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein.
Holder agrees that for all dividends due from the Effective Date through Closing under the Statement of Resolutions and not previously waived as to payment by any holder of Series F Convertible Preferred Stock, such dividends shall not be deemed untimely so long as they are paid on or before Closing.
The Conversion Shares when issued in accordance with the terms of the Statement of Resolutions shall be duly and validly issued and outstanding, fully paid and nonassessable, and based in part on the representations and warranties of the Subscriber, will be issued in compliance with all applicable U.S. federal and state securities laws.
Xxxxxx Title: Senior Vice President and Corporate Counsel EXHIBIT F Form of Statement of Resolutions Establishing Series F 9% Non-Cumulative Perpetual Convertible Preferred Stock STATEMENT OF RESOLUTION ESTABLISHING SERIES OF SERIES F 9% NON-CUMULATIVE PERPETUAL CONVERTIBLE PREFERRED STOCK OF MIDLAND STATES BANCORP, INC.
The Company and Holder agree that dividends on the -------------------- Series F Preferred Stock shall be calculated as specified the Statement of Resolutions as if (1) Holder held a certificate in the amount specified in Section 1.a as of the Effective Date of this Agreement, and (2) the Statement of Resolutions were filed with the Secretary of State of the State of Texas as of the Effective Date.
The Corporation shall pay any dividend on the Convertible Preferred Stock (whether or not for a current Dividend Period or any prior Dividend Period, and including in connection with the payment of accrued accumulated and unpaid dividends upon conversion of the Convertible Preferred Stock as discussed in this Statement of Resolutions), either: (a) in cash; (b) by delivery of shares of the Corporation’s common stock; or (c) through any combination of cash and shares of the Corporation’s common stock.
Nothing herein shall limit the Holder's right to pursue actual damages for the Company's failure to issue and delivery Conversion Shares to the Subscriber in accordance with the terms of the Statement of Resolutions.