preferred stock agreement

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without limiting the foregoing with respect to the purchaser, any investment fund or managed account that is managed by the same investment manager as the purchaser will be deemed to be an affiliate of the purchaser. “registration rights agreement” means that certain registration rights agreement, dated as of the closing date, by and among the company and the purchaser, substantially in the form of exhibit b, as the same may be amended, modified or supplemented from time to time. “underlying shares” means the common shares issuable upon conversion of the shares or exercise of the founder warrants or in satisfaction of any other obligation or right of the company to issue common shares pursuant to the transaction documents, and in each case, any securities issued or issuable in exchange for or in respect of such securities. the securities are duly authorized and, when issued and paid for in accordance with the transaction documents, will be validly issued, fully paid and nonassessable, free and clear of all liens and shall not be subject to preemptive rights or similar rights of stockholders. the company is in compliance with applicable requirements of the sarbanes-oxley act of 2002 and applicable rules and regulations promulgated by the commission thereunder in effect as of the date of this agreement, except where such noncompliance, individually or in the aggregate, has not resulted in, and could not reasonably be expected to result in, a material adverse effect. the company and the subsidiaries (i) are in compliance with all terms and conditions of employment and all employment laws and (ii) have not and are not engaged in any unfair labor practice and no unfair labor practice complaint, or arbitration proceeding is pending or, to the knowledge of the company, threatened against the company or any subsidiary. except for the purchaser’s interest in the company following the closing, the purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this section that may be due in connection with the transactions contemplated by this agreement. the company has provided purchaser with true, complete and correct copies of all exhibits, schedules and/or annexes to the merger agreement and of any other agreements that have been entered into in connection with the merger agreement. nothing contained herein shall be deemed a representation or warranty by the purchaser to hold the securities for any period of time. the company shall not register and transfer the shares or underlying shares in violation of this section 4.1. notwithstanding the foregoing, the company hereby consents to and agrees to register on the books of the company and with its transfer agent, without any such legal opinion, any transfer of securities by the purchaser to an affiliate of the purchaser in accordance with the stockholder’s agreement.

if the company breaches its obligations under any transaction document, then, in addition to any other liabilities the company may have under any transaction document or applicable law, the company shall pay or reimburse the purchaser on demand for all costs of collection and enforcement (including reasonable attorneys fees and expenses). the purchaser and the company shall use their respective commercially reasonable efforts to furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable law in connection with the transactions contemplated by this agreement and any other transaction document. the company shall notify the purchaser promptly of (i) the receipt of any comments from the commission or its staff and of any request by the commission or its staff for amendments or supplements to the proxy statement or for additional information and (ii) any event that occurs with respect to the company, or any change that occurs with respect to other information included in the proxy statement, which is required to be described in an amendment of, or a supplement to, the proxy statement, and shall provide the purchaser and its counsel printer’s copies of all documents filed with the commission on the same day that they are delivered to the company and its counsel. the company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by the transaction documents to which it is a party to be performed, satisfied or complied with by it at or prior to the closing, including, without limitation, delivering or causing the delivery of those items required to be delivered pursuant to section 2.2(a); (c) no injunction. any indemnification agreements as well as the provisions of the certificate of incorporation and by-laws of the company with respect to indemnification and exculpation of directors shall be reasonably satisfactory to purchaser. the headings herein are for convenience only, do not constitute a part of this agreement and shall not be deemed to limit or affect any of the provisions hereof. if either party shall commence an action or proceeding to enforce any provisions of this agreement or any transaction document, then the prevailing party in such action or proceeding shall be reimbursed by the other party for its reasonable attorneys fees and other reasonable costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding. in addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the purchaser and the company will be entitled to specific performance under the transaction documents. attorney with a demonstrated history of working in the corporate law industry and commercial litigation. “contractscounsel suited my needs perfectly, and i really appreciate the work to get me a price that worked with my budget and the scope of work.”

(c) the outstanding shares of common stock and preferred stock are all duly and validly authorized and issued, fully paid and nonassessable, and were issued in the u.s. department of the treasury (treasury) provides fannie mae and freddie mac with financial support through the senior preferred stock purchase agreements the stock purchase agreement sets forth the basic terms of the purchase and sale of the preferred stock to the investors (such as the purchase price,, preferred stock purchase agreement template, preferred stock purchase agreement template, redeemable convertible preference shares agreement, series a term sheet, preferred stock.

a preferred stock purchase agreement is a formal contract that outlines the terms and conditions of an agreement between two parties. 1.1sale and issuance of preferred stock. (a)the certificate of incorporation of the company immediately prior to the initial closing shall be as set forth on this series a preferred stock purchase agreement (the “agreement”) is made and entered into as of ○ , 20__, by and among ○ , inc., a delaware corporation (the, .

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