Company Preferred Shares. 2.1(a)(ii) Company Preferred Stock.................................................. 3.3(a) Company Required Consents................................................ 3.5(b) Company SEC Reports...................................................... 3.8(a) Company Senior Notes..................................................... 5.5(a) Company Series II Preferred Stock........................................ 2.1(a)(ii) Company Series III Preferred Stock....................................... 2.1(a)(ii) Company Share............................................................ 2.1(a) Company Shares........................................................... 2.1(a) Company Stock Option..................................................... 2.1(b) Company Stockholders Meeting............................................. 5.5(a) Company Subsidiaries..................................................... 3.1(a) Company Voting Agreement.................................................
Company Preferred Shares. “Company Preferred Shares” shall mean the Preferred A Shares, nominal value NIS 0.01 per share, of the Company.
Company Preferred Shares. 26 Amended and Restated Stanford LOC............84
Company Preferred Shares. The MergerCo Preferred Shares will be uncertificated and any certificates that, prior to the Company Merger Effective Time, evidenced Company Series B Preferred Shares or Company Series G Preferred Shares will thereafter be treated by MergerCo as if such certificates evidenced the MergerCo Series B Preferred Shares or MergerCo Series G Preferred Shares, as the case may be, constituting the applicable Merger Consideration.
Company Preferred Shares. In connection with the Merger, the date on which the Company’s 8.875% non-cumulative preferred shares Series A (the “Company Preferred Shares”) become redeemable pursuant to Section 7(a)(1) of the Certificate of Designation governing the Company Preferred Shares (the “Certificate of Designation”) shall be accelerated to the Effective Time. As a result of this requirement, the Company has determined to exercise its option to redeem all of the Company Preferred Shares in accordance with Section 7(a)(2) of the Certificate of Designation as described more fully in Section 5.22 of this Agreement.
Company Preferred Shares. (a) The Purchaser shall have the option, in its sole discretion, to require the Company to use its reasonable best efforts to redeem the Company Preferred Shares on June 30, 2021 (the “Redemption Date”) in accordance with the terms of the Company Preferred Shares as set out in the Constating Documents (the “Preferred Share Redemption”), by providing written notice to the Company not later than 40 days prior to the Redemption Date (the “Redemption Notice”). Upon receipt of the Redemption Notice, the Company shall use its reasonable best efforts to complete the Preferred Share Redemption on the Redemption Date.
Company Preferred Shares. (a) Promptly following Parent’s request after the date the Proxy Statement is mailed to the stockholders of the Company, the Company shall provide the notice of Fundamental Change (the “Fundamental Change Notice”) contemplated by Section 8(k)(iv) of the Articles Supplementary relating to the Company Series A Preferred Stock (the “Series A Articles Supplementary”) to the holders of Company Series A Preferred Stock and the Company’s transfer agent. The Fundamental Change Notice shall be prepared by Parent, in form and substance reasonably approved by the Company, and shall specify a Fundamental Change Conversion Date (as defined in the Series A Articles Supplementary) that is 15 days after the date on which the Company gives such notice (or any subsequent date prior to the Closing Date designated by Parent prior to the Closing Date) and shall include the other information required by Section 8(k)(iv) of the Series A Articles Supplementary. Concurrently with or following delivery of the Fundamental Change Notice, at Parent’s request, the Company shall deliver a notice of redemption (the “Series A Redemption Notice”) contemplated by Section 5(c)(i) of the Series A Articles Supplementary to the holders of record of Company Series A Preferred Stock. The Series A Redemption Notice shall be prepared by Parent, in form and substance reasonably approved by the Company, and shall state that if the holder of Company Series A Preferred Stock chooses not to exercise the special conversion right described in the Fundamental Change Notice, each share of Company Series A Preferred Stock held by such holder immediately prior to the Company Merger Effective Time shall be redeemed in the Company Merger on the Closing Date through the payment of an amount, without interest, equal to the greater of (i) the Fundamental Change Redemption Price (as defined in the Series A Articles Supplementary) and (ii) the product of (x) the Per Company Common Share Merger Consideration multiplied by (y) the number of Company Common Shares issuable upon conversion of one Company Series A Preferred Share pursuant to Section 8(k)(ii) of the Series A Articles Supplementary if a holder of one Company Series A Preferred Share were to convert such Company Series A Preferred Share on the Fundamental Change Conversion Date specified in the Fundamental Change Notice (such greater amount, the “Per Company Series A Preferred Share Merger Consideration”), conditioned on the occurrence of the Closing. The Se...
Company Preferred Shares. On the Closing Date and immediately prior to the First Merger Effective Time, each Company Preferred Share that is issued and outstanding immediately prior to the First Merger Effective Time shall be canceled in exchange for the right to receive a number of validly issued, fully paid and non-assessable Company Ordinary Shares at the then effective conversion rate as calculated pursuant to the then effective amended and restated articles of associations of the Company (the “Conversion”). After the Conversion, all of the Company Preferred Shares shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Shares shall thereafter cease to have any rights with respect to such securities.
Company Preferred Shares. On the terms and subject to the conditions set forth herein, at the First Effective Time, by virtue of the First Merger and without any further action on the part of any Party or any other Person, each Company Preferred Share issued and outstanding immediately prior to the First Effective Time will be automatically cancelled and extinguished and converted into the right to receive that number of shares of Acquiror Common Stock equal to the product of (i) that number of Company Common Shares into which the Company Preferred Shares would otherwise convert into as of the First Effective Time, multiplied by (ii) the Exchange Ratio, in each case with fractional shares (determined on an aggregate basis for each Pre-Closing Holder after combining all fractional shares each such holder would otherwise receive) rounded down to the nearest whole share.
Company Preferred Shares. On the terms and subject to the conditions set forth in this Agreement, in consideration for the sale and transfer of all Company Preferred Shares owned by the applicable Company Stockholder as of immediately prior to the Closing (as set forth on the Allocation Schedule), each Company Stockholder, severally and not jointly, shall be entitled to receive an amount of cash, without interest, equal to the product obtained by multiplying (i) the Per Preferred Share Closing Consideration by (ii) the total number of Company Preferred Shares held by such Company Stockholder. In addition, and with respect to each Company Stockholder, severally and not jointly, Buyer may deduct any withholding amounts as further described in this Article I.
