Designation of Preferred Stock. Thirty one million (31,000,000) of the authorized shares of Preferred Stock are hereby designated as "Series A Preferred Stock" (the "Series A Preferred"), forty one million six hundred sixty six thousand six hundred sixty seven (41,666,667) of the authorized shares of Preferred Stock are hereby designated as "Series B Preferred Stock" (the "Series B Preferred") and one million nine hundred sixty seven thousand seven hundred fifty four (1,967,754) of the authorized shares of Preferred Stock are hereby designated as "Series B-1 Preferred Stock" (the "Series B-1 Preferred," and together with the Series B Preferred, the "Series B/B-1 Preferred"). Except for the differences in voting and conversion rights set forth herein, both the Series B Preferred and the Series B-1 Preferred shall be identical in their rights. The Series A Preferred and the Series B/B-1 Preferred are hereinafter collectively referred to as the "Series Preferred." The rights, preferences, privileges, restrictions and other matters relating to the Series Preferred are as follows:
Designation of Preferred Stock. Prior to the Effective Time, AT&T shall duly file with the Secretary of State of the State of New York certificates of designation creating the AT&T Series C Preferred Stock, the AT&T Series D Preferred Stock and the AT&T Series E Preferred Stock; provided that, if no shares of MediaOne Series C Preferred Stock, MediaOne Series D Preferred Stock or MediaOne Series E Preferred Stock remain outstanding, AT&T shall not be required to file a certificate of designation for the corresponding series of its preferred stock.
Designation of Preferred Stock. RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation by the provisions of the Articles of Incorporation of the Corporation, as amended, (the “Articles of Incorporation”), there is hereby created a series of Preferred Stock, par value $0.001 per share, consisting of One Hundred Thousand (100,000) shares of Series A Participating Preferred Stock, $0.001 par value per share, of the Corporation; and FURTHER RESOLVED, that the Series A Preferred Stock shall have the powers, preferences, rights, qualifications, limitations and restrictions set forth in the Certificate of Designation of Series A Participating Preferred Stock (“Certificate of Designation”) which Certificate of Designation provides as follows:
Designation of Preferred Stock. Thirty one million (31,000,000) of the authorized shares of Preferred Stock are hereby designated as "Series A Preferred Stock" (the "Series A Preferred"), and forty-one million six hundred sixty-six thousand six hundred sixty-seven (41,666,667) of the authorized shares of Preferred Stock are hereby designated as "Series B Preferred Stock" (the "Series B Preferred"). The Series A Preferred and the Series B Preferred are hereinafter collectively referred to as the "Series Preferred." The rights, preferences, privileges, restrictions and other matters relating to the Series Preferred are as follows:
Designation of Preferred Stock. The rights, preferences, privileges and restrictions granted to and imposed on the Series A Participating Convertible Preferred Stock, $1.00 par value per share (the "Series A Preferred Stock"), and the Series B Participating Convertible Preferred Stock, $1.00 par value per share (the "Series B Preferred Stock" and, together with the Series A Preferred Stock, the "Preferred Stock"), are set forth below. The number of shares of Series A Preferred Stock shall initially be 65,000 and the number of shares of Series B Preferred Stock shall initially be 25,000, subject in the case of each series to decrease (but not below the number of shares of such series (i) required to be issued pursuant to the Purchase Agreement or (ii) then outstanding) from time to time by action of the Board of Directors.
Designation of Preferred Stock. RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of its Certificate of Incorporation, as amended (the “Certificate of Incorporation”), a series of Preferred Stock, par value $.001 per share, of the Corporation be, and it hereby is, created, and that the designation and amount thereof and the voting powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations and restrictions thereof are as follows:
Designation of Preferred Stock. The Corporation shall establish and reserve for issuance from its 5,000,000 authorized shares of Preferred Stock a class of convertible preferred stock consisting of 5,000 shares to be designated as the Series C Preferred Stock (the "Series C Preferred Stock"). The Series C Preferred Stock shall have a stated value of the Liquidation Preference (as hereinafter defined). Except as otherwise expressly stated in this Section 8, all shares of the Series C Preferred Stock shall be identical to the shares of 10% Preferred Stock and Series A Preferred Stock, and the holders of Series C Preferred Stock shall be entitled to the same preferences, limitations and relative rights as the holders of 10% Preferred Stock and Series A Preferred Stock.
Designation of Preferred Stock. Prior to or contemporaneously with the execution of this Agreement, the Company has or will designate a new series of its Preferred Stock pursuant to that certain Certificate of Designations substantially in the form annexed hereby as Exhibit “A” (the “Certificate of Designations”), pursuant to which the Company shall designate a new Series D Cumulative Preferred Stock consisting of 100,000 shares and having a liquidation value of $100 per share (the “Series D Preferred Stock”), to be issued by TCI pursuant to the terms and conditions hereof and in conformity with the Certificate of Designations. The Series D Preferred Stock will have, among other rights, the right to cumulative cash dividends based upon a $100 per share valuation at the rates set forth in the Certificate of Designation, payable quarterly; the right to payment of $100 per share plus accrued and unpaid dividends in the event of dissolution, liquidation or winding-up of TCI before any distribution is made by TCI to its junior stockholders; and the right to mandatory redemption at any time after September 30, 2011 at a price of $100 per share plus accrued and unpaid dividends. The Series D Preferred Stock shall have no right to conversion into any other securities of the Company and voting rights only as required by law, all as set forth in the Certificate of Designations.
Designation of Preferred Stock. Contemporaneously with the execution of this Agreement, the Company will designate a new series of its Preferred Stock pursuant to that certain Certificate of Designations, Preferences and Relative Participating or Optional or Other Special Rights and Qualifications, Limitations or Restrictions Thereof, substantially in the form annexed hereto as Exhibit "A" (the "Certificate of Designations"), pursuant to which the Company shall designate a Series J 2% Cumulative Preferred Stock consisting of at least 31,500 shares, having a liquidation value of $1,000 per share (the "Preferred Stock") to be issued by the Company pursuant to the terms and conditions hereof and in conformity with the Certificate of Designations. The Preferred Stock will have the right to cumulative cash dividends of $20 per share per annum, payable quarterly, payment of $1,000 per share in the event of dissolution, liquidation or winding up of the Company before any distribution is made by the Company to its common stockholders, optional redemption at any time after September 30, 2006, at a price of $1,000 per share plus cumulative dividends, no initial right of conversion into any other securities of the Company, and voting rights consisting of five votes per share of Preferred Stock outstanding, voting together with all other classes of stock, all as set forth in such Certificate of Designations.
Designation of Preferred Stock. 12 6.14 Name Change of Galt........................................................................ 12 6.15 Resignation and Appointment of Officers of Galt............................................ 12 6.16 Resignation and Appointment of Directors of Galt........................................... 12 ARTICLE VII
