Series C Preferred Shares. Carbonics shall cause Viridis to assign and transfer to the Series C Purchaser at the Closing all Series C Preferred Shares owned by Viridis and shall also cause Viridis to enter into a Stock Purchase Agreement with the Series C Purchaser, substantially in the form set forth in Exhibit G, in connection with such assignment and transfer of the Series C Preferred shares.
Series C Preferred Shares. Pursuant to Section 5.3 of this Declaration, a series of preferred shares of beneficial interest designated 9 1/8% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest ($0.01 Par Value Per Share) (Liquidation Preference $250.00 Per Share) (the "Series C Preferred Shares") is hereby established on the following terms:
Series C Preferred Shares. A total of 27,179,512 authorized Series C Preferred Shares, par value of US$0.0001 (“Series C Preferred Shares, and each a “Series C Preferred Share”), 25,049,612 of which are issued and outstanding. The rights, privileges and preferences of the Series C Preferred Shares are as stated in the Amended M&A as provided by the Company Law.
Series C Preferred Shares. A total of 26,674,518 authorized Series C Preferred Shares, none of which has been issued.
Series C Preferred Shares. A total of 50,518 authorized Series C Preferred Shares, par value US$0.0001 per share, none of which are issued and outstanding. Each Series C Preferred Share shall rank pari passu with or senior to an Ordinary Shares in all material aspects, including without limitation, dividends, liquidation, redemption and voting right, except for appointment of directors of the Company.
Series C Preferred Shares. We issued an aggregate of 33,500 shares of our Series C Preferred Stock, $0.01 par value and $1,000 stated value per share, for net proceeds of $27.9 million on September 8, 2017. Each share of Series C Preferred Stock was sold at a price of $895.52 for gross proceeds of approximately $30.0 million. As of July 31, 2018, there were 11,681 shares of Series C Preferred Stock issued and outstanding. The Series C Preferred Shares are convertible into shares of common stock, subject to the beneficial ownership limitations provided in the Certificate of Designations for the Series C Preferred Stock (the “Series C Certificate of Designations”), at a conversion price equal to $1.84 per share of common stock (“Conversion Price”), subject to adjustment as provided in the Series C Certificate of Designations, including adjustments if we sell shares of common stock or equity securities convertible into or exercisable for shares of common stock, at prices below $1.84 per share, in certain types of transactions, which may potentially include sales of common stock pursuant to our At Market Issuance Sales Agreement with X. Xxxxx FBR, Inc. and Xxxxxxxxxxx & Co. Inc. In the event of a triggering event, as defined in the Series C Certificate of Designations, the Series C Preferred Shares are convertible into shares of common stock at a conversion price equal to the lower of $1.84 per share and 85% of the lowest volume weighted average price (“VWAP”) of the common stock of the five Trading Days (as such term is defined in the Series C Certificate of Designations) immediately prior to delivery of the applicable conversion notice. The holders will be prohibited from converting Series C Preferred Shares into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would own more than 8.99% of the total number of shares of common stock then issued and outstanding. Each holder has the right to increase its maximum percentage up to 9.99% upon 60 days’ notice to us. On November 1, 2017 and on the sixteenth day and first day of each calendar month thereafter until March 1, 2019, subject to extension in certain circumstances (the “Maturity Date”), inclusive, we will redeem the stated value of Series C Preferred Shares in thirty-three equal installments of $1.0 million (each bimonthly amount, an “Installment Amount” and the date of each such payment, an “Installment Date”). The holders will have the ability to defer installment payments, but ...
Series C Preferred Shares. The Purchaser Parent shall have provided the Vendor with evidence satisfactory to the Vendor that the Series C Preferred Shares have been validly created and have terms and conditions satisfactory to the Vendor.”
Series C Preferred Shares. Subject to the payment in full of the Series D Preferred Distribution in accordance with subsection (b) above, if a meeting of the Shareholders decides to make a Distribution of any profits, each Shareholder holding Series C Preferred Shares shall be entitled to receive a Distribution at a rate of ten percent (10%) of the applicable Invested Amount for such Shareholder at that time (the “Series C Preferred Distribution”. If the Series C Preferred Distribution is paid in full in respect of any relevant period, then Distributions on the Additional Series B Preferred Shares, the Series B Preferred Shares, the Series A Preferred Shares and the Ordinary Shares may be made by the Company so long as (x) they are not paid at a rate greater than the rate of the Series C Preferred Distribution and (y) they are made in accordance with the below subsections relating to Distributions on the Additional Series B Preferred Shares, the Series B Preferred Shares, the Series A Preferred Shares and the Ordinary Shares.
Series C Preferred Shares. Any amount of Buyer common stock to be issued pursuant to this Agreement, including but not limited to Initial Shares, Milestone Shares, any Buyer common stock underlying the Preliminary Purchase Price, the Excess Amount and any Buyer common stock underlying adjustments to the Preliminary Purchase Price pursuant to Section 2.7 (collectively, “Buyer Shares”), that exceeds 19.99% of the outstanding common stock of the Buyer on the Business Day immediately following the Closing shall instead be issued as “Series C Preferred Shares” pursuant to a Certificate of Designation filed with the Secretary of State of the State of Delaware prior to the Closing, with a prohibition on conversion of such Series C Preferred Shares. Such prohibition will be lifted if there is a shareholder vote in favor of the issuance of the shares of Buyer common stock underlying the Series C Preferred Shares (the “Requisite Approval”); provided, however, that the Buyer Shares shall not be entitled to vote to approve the lifting of such prohibition. The Company shall use reasonable best efforts to call a meeting of the shareholders and present the proposal to issue the shares of common stock underlying the Series C Preferred Shares to be voted upon at such meeting on or before June 30, 2017.
Series C Preferred Shares. Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the “current per share market price” of the Series C Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Series C Preferred Shares cannot be determined in the manner described in Section 11.4.1, the “current per share market price” of the Series C Preferred Shares shall be conclusively deemed to be an amount equal to 1,000 (as such number may be appropriately adjusted for such events as share splits, share dividends, bonus issues and recapitalizations with respect to the Common Shares and/or Series B Preferred Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares or Series B Preferred Shares, as applicable (as determined pursuant to Section 11.4.1). If none of the Common Shares, Series B Preferred Shares or Series C Preferred Shares are publicly held or so listed or traded, or if on any such date none of the Common Shares, Series B Preferred Shares or Series C Preferred Shares are so quoted and no such market maker is making a market in any of the Common Shares, Series B Preferred Shares or Series C Preferred Shares, “current per share market price” of the Series C Preferred Shares shall mean the fair value per share as determined in good faith by the Board, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the “current per share market price” of one one-thousandth of a Series C Preferred Share shall be equal to the “current per share market price” of one Series C Preferred Share divided by 1,000.
