What Is a Preferred Stock Purchase Agreement

6.4 Entire Agreement. This Agreement, its annexes and annexes, related agreements and other documents provided under this Agreement constitute the complete and complete agreement and understanding between the parties with respect to the subjects of this Agreement, and neither party shall be liable or liable in any way by any representations, warranties, undertakings and oral or written agreements, except as expressly provided herein and herein. On September 30, 2019, the Treasury Department and the Federal Housing Finance Agency (FHFA), which served as curators for Fannie Mae and Freddie Mac, announced changes to their respective senior preferred share certificates that allow Fannie Mae and Freddie Mac to retain profits beyond the $3 billion in capital reserves previously authorized by the 2017 letter agreements. Fannie Mae and Freddie Mac are now allowed to maintain capital reserves of $25 billion and $20 billion, respectively. These changes were recommended in the Treasury`s Housing Reform Plan released on September 5, 2019. FHFA Director Mark Calabria issued a statement on the 2019 letters of agreement when they were announced. 2.1 Conclusion. The conclusion of the sale and purchase of the Shares under this Agreement (the Closing) will take place at 13:00 p.m. m on the date of this Agreement at the offices of Latham & Watkins LLP, 633 West Fifth Street, Suite 4000, Los Angeles, CA 90071, or at such other time or place as the Company and the Buyers may mutually agree (such date is hereinafter referred to as the Closing Date). 3.11 Compliance with other instruments. The Company does not violate any provision of its charter documents, each as amended from time to time. The Company does not violate or deny any provision of any hypothec, contract, lease, agreement, instrument or contract to which it is a party or to which it is related, or any judgment, decree, order or pleading that would materially affect the business, assets, property or financial situation of the Company. The performance, delivery, performance and enforcement of this Agreement and related agreements, and the issuance and sale of the Shares in accordance with this Agreement and the Conversion Actions in accordance with the Charter, with or without expiration or notice, shall not result in or constitute such breach or conflict with or default under this provision.

or lead to the creation of a mortgage, lien, lien, encumbrance or charge on the property or assets of the Company, or to the suspension, revocation, depreciation, expiration or non-renewal of any licence, licence, licence or licence applicable to the business, its business or business, or any of its assets or lands. (a) The authorized capital stock of the Corporation immediately prior to closing consists of (i) 15,000,000 common shares with a par value of $0.001 per share, none of which are issued and outstanding, and (ii) 880,000 common shares with a par value of $0.001 per share, all of which are referred to as Series A Preferred Shares, none of which are issued and in circulation. Immediately following the effective date of the transactions provided for in this Agreement and the Contribution Agreement, 6,760,563 issued and outstanding common shares and 870,171 Series A preferred shares will be issued and outstanding. Exchange restrictions that apply to such a purchase, (iii) any governmental or other consent that may need to be obtained, and (iv) income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the shares. The offer and sale of the Company, as well as the subscription and payment and maintenance of beneficial ownership of the Shares by the Buyers, do not violate any applicable securities laws or other laws within the Buyer`s jurisdiction. Conducted. Each employee, officer and consultant of the Company has entered into an information and invention agreement in the form previously provided to the buyers or their respective lawyers. No employee, officer or consultant of the Company has excluded works or inventions made prior to its employment with the Company from its assignment of inventions under such agreement on protected information and inventions of employees, officers or consultants. The Company does not believe that it is or will not be necessary to use any inventions, trade secrets or proprietary information of its employees made prior to their employment with the Company, with the exception of inventions, trade secrets or proprietary information attributed to the Company. (i) any change in a material agreement to which the Entity is a party or to which it is related and which materially and adversely affects the Activities, assets, liabilities, financial condition, operations or prospects of the Entity; 3.4 Authorization; Binding commitments. All transactions in securities of the Company, its officers, directors and shareholders necessary for the approval of this Agreement and related agreements, the performance of all obligations of the Company under this and such Agreement upon the conclusion and authorization, sale, issue and delivery of the Shares in accordance with this Agreement and the Conversion Shares in accordance with the Charter; were seized. The Agreement and related agreements, when signed and delivered, are valid and binding obligations of the Company that are enforceable in accordance with its terms, except (a) limited by bankruptcy, bankruptcy, reorganization, moratorium or other applicable laws of general application that affect the enforcement of creditors` rights, (b) general principles of equity; that limit the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions of the Investor Rights Agreement may be limited by applicable law.

1.2 Sale and Purchase. Subject to these Terms, the Company hereby agrees to issue and sell to each Buyer at closing (as defined below) and each Buyer agrees to acquire from the Company, individually and not jointly, (a) the number of Preferred Shares specified on behalf of such Buyer in Schedule A at a purchase price of seven dollars and fifteen cents ($7.15) per Share; and (b) the number of common shares disclosed on behalf of the purchaser in Exhibit A at a purchase price of four dollars and sixty-seven cents ($4.67) per share. 6.14 Exoneration among buyers. Each Buyer acknowledges that in its investment or decision to invest in the Company in the Company, it does not rely on any person or entity other than the Company and its officers and directors. Each Buyer agrees that neither buyer nor the respective controlling persons, officers, directors, partners, agents or employees of a Buyer shall be liable or omitted from any other Buyer for any action taken or omitted by any of them in connection with the purchase of the Shares and Conversion Shares. 3.19 Full Disclosure. The Company has provided the buyers with all the information requested by the buyers as part of their decision to purchase the shares. .

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