Class C Preferred Stock Clause Samples
The Class C Preferred Stock clause defines a specific class of preferred shares within a company's capital structure, outlining the rights, preferences, and privileges associated with these shares. Typically, this clause details aspects such as dividend rates, liquidation preferences, conversion rights, and voting powers that distinguish Class C Preferred Stock from other classes like common stock or other preferred series. For example, holders of Class C Preferred Stock may have priority in receiving dividends or assets upon liquidation, or may have the option to convert their shares into common stock under certain conditions. The core function of this clause is to clearly delineate the unique terms and protections afforded to Class C Preferred Stockholders, thereby providing certainty and structure for both investors and the company.
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Class C Preferred Stock. Upon the Effective Date of the Merger, each ----------------------- share of Class C Preferred Stock issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such shares or any other person, be changed and converted into and exchanged for one fully paid and nonassessable share of Class C Preferred Stock, $0.01 par value, of the Surviving Corporation ("ChipPAC ------- Delaware Class C Preferred Stock"). --------------------------------
Class C Preferred Stock. Up to a number of shares of Class C Convertible Preferred Stock, nominal value Ps.1.00 per share (the “Class C Preferred Stock” and, together with the Class A Preferred Stock and the Class B Preferred Stock, the “Preferred Stock”) to allow for (i) all holders of Notes who were granted an option to purchase shares of Class C Preferred Stock pursuant to the terms of the Option Agreement and who exercise such option to acquire shares of Class C Preferred Stock and (ii) to the extent such option shall be exercised by such holders in accordance with the Option Agreement, holders of Common Stock (who are not Consenting Noteholders) to exercise their preemptive rights to acquire shares of Class C Preferred Stock, in each case, as provided in the Summary of Proposed Terms of TGLT Offers and Consent Solicitation.
Class C Preferred Stock. In addition to the dividends contemplated by Section 4(a), during each Accrual Year, each holder of Class C Preferred Stock (other than those shares of Class C Preferred Stock held by SBA Holders, except in the circumstances set forth in Section 4(b)(1)) shall be entitled to receive, when and as declared by the Board of Directors of the Corporation out of funds legally available therefor, an annual dividend payable on the last day of such Accrual Year with respect to each share of Class C Preferred Stock held by such holder in an amount equal to 20% of the sum of (a) $4 PLUS (b) the amount of all cumulated and unpaid dividends (if any) in respect of such share of Class C Preferred Stock, which dividend (i) shall be payable in preference and priority to any payment of any dividend with respect to the Common Stock, (ii) shall accrue daily (whether or not declared or funds are legally available therefor), and (iii) to the extent not paid, shall cumulate (and thereby compound) annually on the last day of each Accrual Year. Upon the consummation of a Liquidity Event, each holder of Class C Preferred Stock shall have the option of either (i) receiving all accrued and unpaid dividends (if any) payable to such Investor pursuant to this Section 4(b)(2), in which case any Purchase Warrants (as defined in the Weston Presidio Purchase Agreement) issued to such Investor at the Fourth Closing or the Fifth Closing (as such terms are defined in the Weston Presidio Purchase Agreement) shall be cancelled, or (ii) waiving all accrued and unpaid dividends (if any) payable to such Investor pursuant to this Section 4(b)(2), in which case any Purchase Warrants issued to such Investor at such Closings shall become exercisable pursuant to the terms thereof.
Class C Preferred Stock. Not less than 90 days prior to the Closing Date, Bancshares shall provide notice of the redemption of the Bancshares Class C Preferred Stock as a result of the Merger to each holder thereof (each, a “Class C Holder”) in accordance with the terms and conditions of Bancshares Charter Documents. In addition to delivery of such notice, Bancshares shall advise each Class C Holder of their right to convert the Bancshares Class C Preferred Stock into Bancshares Common Stock. To the extent that any Class C Holder does not elect to convert such Bancshares Class C Preferred Stock to Bancshares Common Stock, Bancshares shall redeem shares of Bancshares Class C Preferred Stock in accordance with the Bancshares Charter Documents, subject to receiving prior regulatory approval from the applicable bank regulatory agencies. Valley may, but shall not be required to, fund the redemption of the Bancshares Class C Preferred Stock. The method of funding such redemption shall be mutually agreed to by Valley and Bancshares subject to any regulatory requirements.
Class C Preferred Stock. Each share of Class C Preferred Stock shall be (1) mandatorily and automatically converted into a number of shares of Common Stock (a) upon the issuance of the Class C Preferred Stock if the Qualified Public Offering Threshold has been achieved and consummated or is achieved and consummated simultaneously with such issuance or (b) on the date on which the Qualified Public Offering Threshold is achieved and consummated or (2) convertible at any time at the option of the holder into a number of shares of Common Stock, in each case, equal to (the “Class C Conversion Price”) the lesser of (i) US$0.50 per share of Common Stock or (ii) a price per share of Common Stock equal to a 10% discount to the five-day Market Price3 per US$1.00 of Liquidation Preference at the time of such conversion (including accumulated and unpaid dividends to the date of such conversion), as may be adjusted pursuant to the terms of the Option Agreement; provided that the price per share shall not in any case be less than US$0.15. In lieu of delivering fractions of shares of Common Stock, the Company shall have the option to pay a cash