Common use of Designation and Number of Shares Clause in Contracts

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series A Preferred Stock” (the “Series A Preferred Stock”). The number of authorized shares constituting the Series A Preferred Stock shall be 50,000,000. That number from time to time may be increased (but not above the total number of authorized shares of Preferred Stock) or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series A Preferred Stock.

Appears in 2 contracts

Samples: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.)

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Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series A B Convertible Perpetual Preferred Stock” (the “Series A B Preferred Stock”). The number of authorized shares constituting the Series A B Preferred Stock shall be 50,000,000175,000. That number from time to time may be increased (but not above the total number of authorized shares of Preferred Stocksubject to Section 13(b)(iii)) or decreased (but not below the number of shares of Series A B Preferred Stock then outstandingoutstanding and subject to Section 13(b)(iii)) by further resolution duly adopted by the Board, or any duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series A B Preferred Stock.

Appears in 1 contract

Samples: Investment Agreement (Bright Health Group Inc.)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series A B-1 Convertible Preferred Stock” (the “Series A B-1 Preferred Stock”). The number of authorized shares constituting the Series A B-1 Preferred Stock shall be 50,000,000128,267. That number from time to time may be increased (but not above the total number of authorized shares of the class of Preferred StockStock of the Company) or decreased (but not below the number of shares of Series A B-1 Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof thereof, and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series A B-1 Preferred Stock.

Appears in 1 contract

Samples: Purchase Agreement (Fluidigm Corp)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”). The number of authorized shares constituting the Series A Preferred Stock shall be 50,000,000200,000. That number from time to time may be increased (but not above the total number of authorized shares of Preferred Stock) or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by (a) further resolution duly adopted by the Board, or any duly authorized committee thereof and by (b) the filing of a an amendment to this certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series A Preferred Stock.

Appears in 1 contract

Samples: Investment Agreement (Knoll Inc)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”). The number of authorized shares constituting the Series A Preferred Stock shall be 50,000,000500,000. That number from time to time may be increased (but not above the total number of authorized shares of Preferred Stock) or decreased (but not below the number of shares of Series A Preferred Stock then outstandingoutstanding and subject to Section 13(b)(iii)) by further resolution duly adopted by the Board, or any duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series A Preferred Stock.

Appears in 1 contract

Samples: Investment Agreement (Box Inc)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series A A-1 Convertible Non-Voting Perpetual Preferred Stock” (the “Series A A-1 Preferred Stock”). The number of authorized shares constituting the Series A A-1 Preferred Stock shall be 50,000,000200,000. That number from time to time may be increased (but not above the total number of authorized shares of Preferred Stock) or decreased (but not below the number of shares of Series A A-1 Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series A A-1 Preferred Stock.

Appears in 1 contract

Samples: Investment Agreement (GoHealth, Inc.)

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Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series A B-2 Convertible Preferred Stock” (the “Series A B-2 Preferred Stock”). The number of authorized shares constituting the Series A B-2 Preferred Stock shall be 50,000,000128,267. That number from time to time may be increased (but not above the total number of authorized shares of the class of Preferred StockStock of the Company) or decreased (but not below the number of shares of Series A B-2 Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof thereof, and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series A B-2 Preferred Stock.

Appears in 1 contract

Samples: Purchase Agreement (Fluidigm Corp)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”). The number of authorized shares constituting the Series A Preferred Stock shall be 50,000,000750,000. That number from time to time may be increased (but not above the total number of authorized shares of Preferred Stocksubject to Section 13(b)(iii)) or decreased (but not below the number of shares of Series A Preferred Stock then outstandingoutstanding and subject to Section 13(b)(iii)) by further resolution duly adopted by the Board, or any duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series A Preferred Stock.

Appears in 1 contract

Samples: Investment Agreement (Bright Health Group Inc.)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”). The number of authorized shares constituting the Series A Preferred Stock shall be 50,000,000[●]. That number from time to time may be increased (but not above the total number of authorized shares of Preferred Stock) or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof thereof, and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series A Preferred Stock.

Appears in 1 contract

Samples: Business Combination Agreement (Anzu Special Acquisition Corp I)

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