Examples of Target Series D Preferred Stock in a sentence
The Merger Consideration delivered upon the surrender for exchange of shares of Target Series D Preferred Stock in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Target Series D Preferred Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Target Capital Stock which were outstanding immediately prior to the Effective Time.
The shares of Acquiror Stock to be issued in exchange for shares of Target Series D Preferred Stock pursuant to Section 2.6, will be issued in compliance with all federal and state securities laws and will be duly authorized and validly issued, fully paid and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws.
Acquiror shall be eligible to file a registration statement on Form S-3 to effect the registration of the shares of Acquiror Stock to be issued in exchange for shares of Target Series D Preferred Stock pursuant to Section 2.6.
Acquiror is eligible to file a registration statement on Form S-3 to effect the registration of the shares of Acquiror Stock to be issued in exchange for shares of Target Series D Preferred Stock pursuant to Section 2.6.
Acquiror has sufficient cash resources to pay the cash portion of the consideration to be paid to holders of Target Series D Preferred Stock in exchange for their shares of Target Series D Preferred Stock pursuant to the terms hereof.
Until so surrendered, each outstanding Certificate that prior to the Effective Time represented shares of Target Series D Preferred Stock will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to evidence the right to receive the portion of the Merger Consideration which shall be issued for such Target Series D Preferred Stock.
At the Effective Time, each share of Target Series D Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) will be automatically converted into the right to receive that number of shares of Acquiror Common Stock equal to the Series D Exchange Ratio, rounded down to the nearest whole share of Acquiror Common Stock.
Target was incorporated in the State of California on March 8, 1995 and on the date hereof has outstanding 5,192,521 shares of Common Stock ("Target Common Stock"), 1,128,000 shares of Series A Preferred Stock (the "Target Series A Preferred Stock"), 2,825,000 shares of Series B Preferred Stock (the "Target Series B Preferred Stock"), 955,978 shares of Series C Preferred Stock (the "Target Series C Preferred Stock") and 799,083 shares of Series D Preferred Stock (the "Target Series D Preferred Stock").
For purposes of this opinion, the term “Target Common Stock” includes the issued and outstanding shares of Target Series D Preferred Stock, each of which by its terms will convert automatically into a share of Target Common Stock immediately prior to the Effective Time.
At the Effective Time, Target will have no outstanding equity interests other than shares of Target Common Stock, shares of Target Series A Preferred Stock, shares of Target Series B Preferred Stock, shares of Target Series C Preferred Stock, shares of Target Series D Preferred Stock, shares of Target Series E Preferred Stock, shares of Target Series F Preferred Stock and rights to acquire shares of Target Common Stock.