Convertible Preferred Stock. As provided in the Purchase Contract and Pledge Agreement, upon the occurrence of an Unsuccessful Final Remarketing as of the Purchase Contract Settlement Date, each Holder of any Pledged Applicable Ownership Interests in Convertible Preferred Stock shall be deemed to have automatically delivered the related Convertible Preferred Stock to the Company in satisfaction of such Holder’s obligations under the related Purchase Contracts, as described in Section 5.02(b)(vii) of the Purchase Contract and Pledge Agreement, unless such Holder elects otherwise. The Company shall not be obligated to issue any shares of Common Stock in respect of a Purchase Contract or deliver any certificates therefor to the Holder unless it shall have received payment of the aggregate Purchase Price for the shares of Common Stock to be purchased thereunder in the manner set forth in the Purchase Contract and Pledge Agreement. Each Purchase Contract evidenced hereby and all obligations and rights of the Company and the Holder thereunder, including, without limitation, the rights of the Holders to receive and the obligation of the Company to pay any Contract Adjustment Payments, shall terminate if a Termination Event shall occur. Upon the occurrence of a Termination Event, the Company shall give written notice to the Purchase Contract Agent and to the Holders, at their addresses as they appear in the Security Register. Upon and after the occurrence of a Termination Event, the Collateral Agent shall release the Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Convertible Preferred Stock or the Applicable Ownership Interests in the Treasury Portfolio forming a part of each Corporate Unit from the Pledge. A Corporate Unit shall thereafter represent the right to receive the Convertible Preferred Stock underlying the Applicable Ownership Interest in the Convertible Preferred Stock or the Applicable Ownership Interests in the Treasury Portfolio in accordance with the terms of the Purchase Contract and Pledge Agreement. Under the terms of the Purchase Contract and Pledge Agreement, the Purchase Contract Agent will be entitled to exercise the voting and any other consensual rights pertaining to the Convertible Preferred Stock underlying the Pledged Applicable Ownership Interests in Convertible Preferred Stock, but only to the extent instructed in writing by the Holders. Upon receipt of notice of any meeting at which holders of Convertible Preferred Stock are...
Convertible Preferred Stock. The terms of the Series D-2 Convertible Preferred Stock of Tribune shall be substantively identical to the terms of the Company Series D-2 Preferred Stock, except that the number of Tribune Common Shares into which each such share of Series D-2 Convertible Preferred Stock of Tribune may be converted, under the terms thereof, shall be calculated with respect to the Common Share Value (as defined in the certificates of designations of the Company Preferred Shares) of the Tribune Common Shares.
Convertible Preferred Stock. All of the outstanding shares of Common Stock and all of the shares of Series A, B and C Preferred Stock when issued and sold, will be, validly issued, fully paid and non-assessable, and free of any liens or encumbrances. The Series C Preferred Stock shall have the rights, preferences, privileges and restrictions set forth in the Designation attached hereto as Exhibit A.
Convertible Preferred Stock. Such number of shares may be increased or decreased (but not less than the number of shares of Series OH-1 Convertible Preferred Stock outstanding) from time to time by resolution of the Board of Directors without the consent or approval of the holders of the Series OH-1
Convertible Preferred Stock. The Series A-1 Agreements contain standstill provisions (the “Standstill Provisions”), which prevent the Purchaser, either alone or together with any other person, from acquiring additional shares of the Company’s Common Stock or any of the Company’s assets, soliciting proxies, or seeking further representation on the Company’s board of directors. The Purchaser hereby acknowledges and agrees that: (i) the Company is hereby waiving the Standstill Provisions solely with respect to the Shares purchased hereby, and (ii) that notwithstanding the foregoing the Standstill Provisions remain in full force and effect.
Convertible Preferred Stock. Each share of Vsource Series 4-A Convertible Preferred Stock (the “Vsource Series 4-A Preferred”) issued and outstanding immediately prior to the Effective Time (other than shares to be canceled pursuant to Section 1.6(e)) will be canceled and extinguished and automatically converted (subject to Sections 1.6(h) and 1.6(i)) into the right to receive 3,100 (the “Series 4-A Exchange Ratio”) shares of TEAM Common Stock upon surrender of the certificate representing such share of Vsource preferred stock in the manner provided in Section 1.7.
Convertible Preferred Stock. As of September 30, 1997, (i) 10,493,972 shares of Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; and (ii) 1,570,426 shares of Common Stock were reserved for issuance pursuant to stock options under the Company's stock option plans (the "The Company Option Plans") and rights under the Company's Employee Stock Purchase Plan.
Convertible Preferred Stock. At the Effective Time, each share of $2.27 Convertible Voting Preferred Stock, Series C of the Company, par value $1.00 per share (the "Convertible Preferred Shares"), shall remain outstanding and shall be entitled to the same dividend and other relative rights, preferences, limitations and restrictions as are now provided by the Company Charter; provided, that, after the Effective Time, the Convertible Preferred Shares shall no longer be convertible into Shares; and provided, further, that each Convertible Preferred Share shall be convertible, after the Effective Time, into the amount of cash that the holder thereof might have been entitled to receive if such holder had converted such Convertible Preferred Shares into Shares immediately prior to the Effective Time.
Convertible Preferred Stock and accompanying Warrants to purchase shares of the Company’s common stock, par value $.01 per share1 50% of the number of shares of Common Stock into which Holder's Preferred Stock is convertible. (the “Common Stock”). The conversion shares and the warrant shares underlying each Unit may not be separately transferred. The Units together with the Convertible Preferred Stock, the Warrants and the securities underlying each Unit are sometimes collectively referred to as “Securities”). The Certificate of Rights and Designations of the Convertible Preferred Stock and the form of Warrant are included in the Booklet, which accompanies this Subscription Agreement. For purposes of this Offering, the minimum offering shall mean thirty (30) Units (the “Minimum Offering”) and a minimum gross amount raised of $3,000,000 (the “Minimum Amount”). The maximum offering shall mean seventy (70) Units (the “Maximum Offering”) and a maximum gross amount raised of $7,000,000 (the “Maximum Amount”). The minimum investor subscription amount is $100,000 to purchase one (1) Unit (“Minimum Investor Subscription Amount”); the Company reserves the right to accept subscriptions for lesser amounts. The Company, on notice to the purchasers of Units, may, within 30 days of the last closing with respect to the Maximum, exercise its option to sell an additional $3,000,000 of Units (30 Units), upon the same terms and conditions as set forth herein (the “Over Allotment Option”). If the Company exercises its Over Allotment Option, then the Offering Period defined below may be extended for a period not to exceed an additional 30 days. The Units are being offered by the Company. The Company, however, reserves the right to retain registered broker-dealers, “finders”, and other individuals and entities authorized by federal and applicable state securities laws to assist with the distribution of the Securities offered hereby. In such event, the Company shall pay a selling commission or finders fees to registered broker-dealers, “finders”, individuals and entities legally authorized to receive such commissions or fees, as applicable (collectively, the “Selling Agents”) of a sum ordinarily not to exceed ten percent (10%) of the investor subscription amount received, provided that such payments are permitted under federal and applicable state securities laws. Such broker’s compensation may include warrants as well. Subscriptions to purchase Units will be solicited until the earliest of: (i) November 3...
Convertible Preferred Stock. The Management Company shall not sell any common stock or take any other action the effect of which sale or other action would be to give a holder of convertible preferred stock the right to convert any number of shares of convertible preferred stock into a greater number of shares of common stock; provided, however, that the obligations under this Section 16.7 shall become null and void upon the consummation of an initial public offering of the Management Company's common stock.
