Issue of Preferred Shares Clause Samples

Issue of Preferred Shares. The Preferred Shares will be dated the date of delivery thereof, and will have the terms and conditions provided in the Certificate of Designation attached as Exhibit B hereto.
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Issue of Preferred Shares. 2.5.1 Upon an exercise of the Call Option in accordance with Article 2.2 and subject to the receipt by the Company of the payment referred to in Article 2.3.2, the relevant number of Preferred Shares are considered to have been issued to the Foundation immediately and without further actions being required. In this respect, the relevant Exercise Notice shall constitute the issuance of the Preferred Shares by the Company represented for this purpose by the Foundation under the power of attorney referred to in Article 5.5.
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Issue of Preferred Shares. Coty Inc. shall have the option, to be exercised by delivery of written notice to the Executive within 60 days following the date hereof, to enter into a subscription agreement (the “Subscription Agreement”), substantially in the form set forth in Annex 2 and as may be amended from time to time, pursuant to which the Executive shall have the obligation to buy from Coty Inc. (or such other person or third party as nominated by the Company)(any such party, the “Seller”) 645,921 shares of a newly designated class of preferred stock of Coty Inc (the “Preferred Shares”) at a purchase price (the “Purchase Price”) to be determined at or about the date of such purchase by an independent qualified professional appraisal firm selected by the Company or Coty Inc (an “Appraiser”). Within three business days after Coty Inc.’s delivery of such written notice, Executive and Seller will execute the Subscription Agreement, which will contain the rights and features of the Preferred Shares substantially as reflected in Annex 2, as may be amended by the Company and the Executive from time to time, and will provide that such shares are an integral inducement to the Executive’s employment.
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Issue of Preferred Shares. RESTRICTIONS ON TRANSFERS OF PREFERRED SHARES
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Issue of Preferred Shares. Paradigm shall take, or cause to be taken, all necessary action as may be required (to the extent permitted by applicable laws and regulations), to cause the management board (directoire) of EDS to convene an extraordinary shareholders meeting as soon as possible after the date hereof and, in any event on August 30, 2006 at the latest, and to submit to such extraordinary shareholders meeting resolutions relating, in particular, to the conversion of all of the Class A ordinary shares of EDS owned by ▇▇. ▇▇▇▇▇▇ and ▇▇▇. ▇▇▇▇▇▇, at the date hereof into Class F non-voting preferred shares (actions de préférence sans droit de vote, the "Preferred Shares"), in accordance with the terms of the draft resolutions, a copy of which is attached hereto in Exhibit A. Paradigm hereby irrevocably undertakes to approve and vote in favor of such resolutions, in accordance with the terms set forth in Schedule 2.1, and to vote such conversion, at the extraordinary shareholders meeting of EDS mentioned above. Paradigm shall be entitled at its discretion to take, or cause to be taken, all necessary actions as may be required and to approve and vote in favor of any necessary resolution which shall be submitted to the extraordinary shareholders meeting mentioned above, or to any other shareholders meeting of EDS which may be convened from time to time after the date hereof, for the purposes of implementing the provisions of this Agreement, and more generally, in order to carry out the transactions contemplated hereunder. ▇▇. ▇▇▇▇▇▇ and ▇▇▇. ▇▇▇▇▇▇ hereby irrevocably undertake, as a condition precedent to the conversion of the Shares that they own into Preferred Shares under this Section 2.1, to execute a joinder agreement in a form satisfactory to Paradigm and pursuant to which ▇▇. ▇▇▇▇▇▇ and ▇▇▇. ▇▇▇▇▇▇ shall become a party to the amended and restated shareholders' agreement dated August 11, 2006 (the "Paradigm Shareholders' Agreement") entered into by and among Paradigm, the FPC Shareholders, the Other Shareholders, the EDS Current Shareholders and the EDS Equivalent Shareholders (as such terms are defined in the Paradigm Shareholders' Agreement), no later than on the date on which the extraordinary shareholders meeting of EDS shall decide such conversion. ▇▇. ▇▇▇▇▇▇ and ▇▇▇. ▇▇▇▇▇▇ expressly acknowledge that, as of the execution of the Paradigm Shareholders' Agreement, the provisions of the Paradigm Shareholders' Agreement shall apply, in particular, mutatis mutandis to the Pr...
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Related to Issue of Preferred Shares

  • Issuance of Preferred Stock Prior to the Termination Date, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Valid Issuance of Preferred and Common Stock The Shares being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.