Junior Preferred Clause Samples
The 'Junior Preferred' clause defines a class of preferred stock that has lower priority than other preferred shares in terms of dividend payments and liquidation proceeds. In practice, this means that if a company distributes dividends or is liquidated, holders of junior preferred shares will only receive payment after all senior preferred shareholders have been paid, but before any common shareholders. This clause is used to establish a clear hierarchy among investors, ensuring that risk and reward are allocated according to the agreed-upon order of preference.
Junior Preferred. After payment of all such preferential dividends to the holders of shares of Senior Preferred, the holders of outstanding shares of Junior Preferred shall be entitled to receive dividends, when, as and if declared by the Board of Directors, out of any assets at the time legally available therefor, at a rate of five percent (5%) of the Series A Original Issue Price or Series A-1 Original Issue Price, as the case may be (each, as defined below) payable in preference and priority to any declaration or payment of any dividend or distribution on Common Stock of the Corporation in such calendar year. Such dividends shall not accrue and shall not cumulate. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than the Senior Preferred as set forth above and dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Junior Preferred then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Junior Preferred in an amount at least equal to five percent (5%) of the Series A Original Issue Price or Series A-1 Original Issue Price, as the case may be. The “Series A-1 Original Issue Price” shall mean $1.36 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A-1 Preferred Stock. The “Series A Original Issue Price” shall mean $50.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock.
Junior Preferred. The Corporation is authorized to issue other series of preferred stock that rank junior to the Series A Preferred Stock with respect to dividend rights and rights upon liquidation, winding-up or dissolution (the “Junior Preferred Stock”). The Series A Preferred Stock and any other series of Senior Preferred Stock shall rank senior to the Corporation’s common stock, par value $0.001 per share (“Common Stock”) and the Junior Preferred Stock with respect to dividend rights and rights upon liquidation, winding-up or dissolution.
Junior Preferred. If, at any time that the Perceptive Members or Biogen Member has the right to designate and appoint a Junior Preferred Manager pursuant to this Section 6.1, but such Member waives such right, such Member shall be entitled to designate an Observer, to attend, and to receive notice of, all meetings of the Board or any committee thereof as a non-voting observer, and to receive all materials provided generally to Managers at the same time as such materials are provided to such Managers; provided, that, the Board or committee thereof shall have the right to exclude such Observer (or fail to provide such materials) if the absence of the Observer in such meeting, or the failure to provide such materials is deemed necessary by the Board or committee, in its reasonable discretion, to preserve attorney-client privilege in connection with any matter being discussed in such meeting or contained in such materials.
Junior Preferred. Upon the unanimous consent of the Board of ---------------- Directors, the Company may issue a series of Junior Preferred Stock which is subordinate to the Senior Preferred Stock and senior to the Common Stock. Such Junior Preferred Stock shall contain a liquidation preference of $1,000 per share and shall be redeemable by the Company at any time for an amount equal to said liquidation preference. Upon the unanimous consent of the Board of Directors, the Company may issue to each Holder of Class A Common one share of Junior Preferred Stock in exchange for each share of Class A Common held by such Holder and such Holder shall hereunder agree to such exchange upon issue of said Junior Preferred Stock provided that issues of Junior Preferred Stock must be made subject to the rights of the parties under the Registration Rights Agreement, to all Holders of Class A Common on a pro rata basis and no more than ninety percent (90%) of the Class A Common may be exchanged for Junior Preferred Stock.
Junior Preferred. Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the “current per share market price” of the Junior Preferred shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Junior Preferred cannot be determined in the manner described in Section 11.4.1, the “current per share market price” of the Junior Preferred shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock occurring after the date of this Agreement) multiplied by the current per share market price of the Common Stock (as determined pursuant to Section 11.4.1). If neither the Common Stock nor the Junior Preferred are publicly held or so listed or traded, or if on any such date neither the Common Stock nor the Junior Preferred are so quoted and no such market maker is making a market in either the Common Stock or the Junior Preferred, “current per share market price” of the Junior Preferred shall mean the fair value per share as determined in good faith by the Board, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the “current per share market price” of one one-hundredth of a share of Junior Preferred shall be equal to the “current per share market price” of one share of Junior Preferred divided by 100.
Junior Preferred. S-O LLC and Exeter shall have purchased, or simultaneously with the Closing will purchase, the Junior Preferred Shares and the Junior Warrants and paid $3,185,000 million therefor.