Examples of Xxxxxx Preferred Stock in a sentence
No shares of Xxxxxx Preferred Stock have been issued as of the date of this Agreement, and Xxxxxx has no present intention to issue any shares of Xxxxxx Preferred Stock.
Spinco agrees to indemnify, defend and hold harmless the Company and each Parent Indemnified Party in accordance with the indemnification provisions of Article V hereof, from and against any and all Indemnifiable Losses of the Company and any such Parent Indemnified Party arising out of, relating to or resulting from the ownership of any shares of Xxxxxx Preferred Stock by the Xxxxxx Partnerships and all other holders of the Xxxxxx Preferred Stock (if any).
As of the date hereof, Xxxxxx has 100 million authorized shares of common stock, no par value ("Xxxxxx Common Stock"), of which not more than 40,899,905 shares are outstanding as of the date hereof, and 25 million authorized shares of preferred stock, no par value ("Xxxxxx Preferred Stock"), none of which is outstanding as of the date hereof (no other class or series of capital stock being authorized).
Spinco shall, and prior to the Offer Purchase Date the Company shall, use their respective best efforts to cause the Xxxxxx Partnerships and all other holders of the Xxxxxx Preferred Stock (if any) to exchange all issued and outstanding shares of Xxxxxx Preferred Stock for shares of capital stock or other equity securities of either Spinco, any Spinco Company or any Subsidiary of Spinco.
The authorized capital stock of Santa Xx Xxxxxx consists of 300,000,000 shares of Santa Xx Xxxxxx Common Stock, and 50,000,000 shares of Santa Xx Xxxxxx preferred stock, par value $0.01 per share ("Santa Xx Xxxxxx Preferred Stock").
The Partnership and shareholders of the Target Companies are not under any binding commitment or contract to sell, exchange or otherwise dispose of any shares of Xxxxxx Preferred Stock to be received pursuant to this Agreement.
All shares of Xxxxxx Preferred Stock issuable to the shareholders in the Acquisition shall be deemed for all purposes to have been issued by Xxxxxx on such Closing Date.
On the Initial Borrowing Date and after --------------------- giving effect to the Transaction and the Loans incurred on the Initial Borrowing Date, neither Holdings nor any of its Subsidiaries shall have any preferred stock outstanding except for the Xxxxxx Preferred Stock, or any Indebtedness outstanding except for Indebtedness permitted under Section 8.04.
The Partnership and each of the Target Companies acknowledge that the shares of Xxxxxx Preferred Stock to be delivered to the Partnership and the shareholders pursuant to this Agreement, and the shares of Xxxxxx Common Stock issued upon a conversion of the Xxxxxx Preferred Stock (collectively, the "Securities"), have not been and will not be registered under the 1933 Act and ----------- therefore may not be resold without compliance with the 1933 Act.
Obsidian shall convert, and shall cause all former shareholders of the Target Companies to convert, the shares of Xxxxxx Preferred Stock into Xxxxxx Common Stock.