Junior Participating Preferred Stock. In the event the Corporation shall at any time after September 26, 2001 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series C Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
Junior Participating Preferred Stock. I. Designation and Amount The shares of such series will be designated as Series A Junior Participating Preferred Stock (the "SERIES A PREFERRED") and the number of shares constituting the Series A Preferred is ________. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease will reduce the number of shares of Series A Preferred to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Series A Preferred.
Junior Participating Preferred Stock. In the event the Company shall at any time after June 1, 2008 (the “Rights Declaration Date”) declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series A-1 Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
Junior Participating Preferred Stock. The Series A Junior Participating Preferred Stock shall have the preferences, limitations and relative rights set forth below:
Junior Participating Preferred Stock. Section 1. Designation, Par Value and Amount. The shares of such series shall be designated as "Series F Junior Participating Preferred Stock" (hereinafter referred to as "Series F Preferred Stock"), the shares of such series shall be with par value of $0.001 per share, and the number of shares constituting such series shall be 500,000; provided, however, that, if more than a total of 500,000 shares of Series F Preferred Stock shall be issuable upon the exercise of Rights (the "Rights") issued pursuant to the Rights Agreement, dated as of May 5, 1997 between the Corporation and Securities Transfer Corporation, as Rights Agent (as amended from time to time) (the "Rights Agreement"), the Board of Directors of the Corporation, pursuant to Section 151 of the General Corporation Law of the State of Delaware, shall direct by resolution or resolutions that a certificate be properly executed, acknowledged and filed providing for the total number of shares of Series F Preferred Stock authorized to be issued to be increased (to the extent that the Corrected, Restated Certificate of Incorporation then permits) to the largest number of whole shares (rounded up to the nearest whole number) issuable upon exercise of the Rights.
Junior Participating Preferred Stock. If neither the Common Stock nor the Class 1 Series A Junior Participating Preferred Stock is publicly held or so listed or traded, Current Market Price per share of each of the Class 1 Series A Junior Participating Preferred Stock and Class 2 Series A Junior Participating Preferred Stock shall mean the fair value per share of Class 1 Series A Junior Participating Preferred Stock and the fair value per share of Class 2 Series A Junior Participating Preferred Stock, in each case as determined in good faith by the Board of Directors of the Company, whose determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For all purposes of this Agreement, the Current Market Price of a Fractional Share of Preferred Stock shall be equal to the Current Market Price of one share of Preferred Stock divided by 100.
Junior Participating Preferred Stock. Section 1. Designation and Amount. 300,000 shares of Preferred Stock, $0.001 par value per share, are designated “Series A Junior Participating Preferred Stock” with the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions specified herein (the “Junior Preferred Stock”). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Junior Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Junior Preferred Stock.
Junior Participating Preferred Stock. In the event the Company shall at any time after the date upon which the recapitalization proposal providing for the exchange of each outstanding share of the Company's common stock, par value $.01 per share, for (x) one share of WorldCom Stock and (y) 1/25 of a share of MCI Stock is consummated (the "Effective Date") declare or pay any dividend on the WorldCom Stock payable in shares of WorldCom Stock, or effect a subdivision or combination or consolidation of the outstanding shares of WorldCom Stock (by reclassification or otherwise than by payment of a dividend in shares of WorldCom Stock) into a greater or lesser number of shares of WorldCom Stock, then in each such case the amount to which holders of shares of Series 4 Junior Participating Preferred Stock were entitled immediately prior to such event under clause (ii) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of WorldCom Stock outstanding immediately after such event and the denominator of which is the number of shares of WorldCom Stock that were outstanding immediately prior to such event.
Junior Participating Preferred Stock. In the event the Corporation shall at any time after December , 1995 (the "Rights Declaration Date") (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide (by a stock split or otherwise) the outstanding Common Stock, or (iii) combine (by a reverse stock split or otherwise) the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. (B) The Corporation shall declare a dividend or distribution on the Series A Junior Participating Preferred Stock as provided in paragraph (A) above at the time it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Junior Participating Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.
Junior Participating Preferred Stock. This Registration Rights Agreement, dated as of December [ ], 2009, is by and among Image Entertainment, Inc., a Delaware corporation (the “Company”), [JH Entity], as the Investor Representative, and the several investors listed on Schedule 1 (together with their Permitted Transferees, collectively, the “Investors”).
