Non-Voting Common Stock. 3 Note .........................................................................47 OmniUK .......................................................................51
Non-Voting Common Stock. If IMCG, after conversion of the Preferred Stock or exercise of the Warrants, desires to sell shares of Common Stock, it may be desirable to register such shares under the Securities Act (as defined below). As part of, and as consideration for, the acquisition of shares of the Preferred Stock and the Warrants by IMCG from the Company on the date hereof and from time to time hereafter, the Company hereby grants to IMCG certain registration and other rights with respect to its shares of Common Stock and Non-Voting Common Stock as more fully set forth herein. Accordingly, the parties hereto agree as follows:
Non-Voting Common Stock add authorization to issue non-voting convertible common stock; and add the option for Series C convertible preferred stock to be converted into non-convertible common stock and/or common stock, in a mix at the option of the holder.
Non-Voting Common Stock. (a) SkyTerra shall reserve and keep available for issuance upon and until the exercise of the January Warrants at least such number of its authorized but unissued shares of Non-Voting Common Stock as would be sufficient to exercise the January Warrants in full for shares of Non-Voting Common Stock then issuable pursuant to the January Warrants. SkyTerra shall use its commercially reasonable best efforts to cause its Certificate of Incorporation to be amended to increase the number of shares of Non-Voting Common Stock authorized for issuance thereunder so as to permit the April Warrants to be exercised in full for shares of Non-Voting Common Stock (the "Amendment"). From and after the effective date of the Amendment under Delaware law (the "Effective Date"), SkyTerra shall reserve and keep available for issuance upon and until the exercise of the Warrants at least such number of its authorized but unissued shares of Non-Voting Common Stock as would be sufficient to exercise the Warrants in full for shares of Non-Voting Common Stock then issuable pursuant to the Warrants.
Non-Voting Common Stock. One million (1,000,000) shares of Non-Voting Common Stock, par value $.001 per share (the "Non- Voting Common Stock"), of which 46,500 shares are outstanding as of the date hereof and were duly and validly issued, and are fully paid and non- assessable, with no personal liability attaching to the ownership thereof.
Non-Voting Common Stock. Each share of Non-Voting Common Stock (including the shares of Non-Voting Common Stock following their conversion from Series D Preferred Stock) held by the Purchaser will convert automatically into one share of Common Stock immediately at such time that such share is transferred by the Purchaser (1) to an affiliate of the Purchaser or the Company; (2) in a widespread public distribution; (3) in transfers in which no transferee (or group of associated transferees) would receive 2% or more of any class of voting securities of the Company; or (4) to a transferee that would control more than 50% of the voting securities of the Company without any transfer from the Purchaser. Each share of Non-Voting Common Stock will convert into one share of Voting Common Stock in the hands of a permitted transferee upon the later to occur of (a) a shareholder vote that approves the issuance of such shares of Voting Common Stock for purposes of the NASDAQ listing rules and (b) a transfer pursuant to (1), (2), (3) or (4) above. The shares of Non-Voting Common Stock otherwise will have the same preferences, limitations, and relative rights as, and are identical in all respects to, shares of Common Stock except that holders of shares of Non-Voting Common Stock have no voting rights other than with respect to certain actions that directly affect the rights of holders of the Non-Voting Common Stock and as otherwise required by applicable law.
Non-Voting Common Stock. At the Effective Time, each and every share of Bank non-voting common stock, $1.00 par value per share ("Non-Voting Common Stock," together with Voting Common Stock, "Common Stock"), issued and outstanding shall, by virtue of the Merger and without any action on the part of the holders thereof, be exchanged for and converted into the right to receive one share of Holding Company non-voting common stock.
Non-Voting Common Stock. Each share of PHC Non-Voting Common Stock shall be converted into the right to receive 1.91 shares of the Common Stock of the Surviving Corporation.
Non-Voting Common Stock. Subject to the provisions contained in this Section 2.1(b) and in Sections 5.2 and 5.3 hereof, any Major Holder may, from time to time (each, a “Requesting Non-Voting Common Stockholder” and collectively with a Requesting Common Stockholder, a “Requesting Holder”), make a Demand Request that Loral effect the registration under the Securities Act of any specified number of shares of Registrable Non-Voting Common Stock held by the Requesting Non-Voting Common Stockholders (a “Non-Voting Common Stock Demand Registration”); provided, however , that Loral shall in no event be required to effect:
Non-Voting Common Stock. The rights and preferences of shares of our non-voting common are substantially the same in all respects to the rights and preferences of shares of our common stock, except that (i) the holders of shares of non-voting common stock are not be entitled to vote, (ii) shares of non-voting common stock are convertible into shares of common stock, and (iii) shares of non-voting common stock are not listed on any stock exchange, including The Nasdaq Capital Market. The following summarizes the rights of holders of our non-voting common stock: ● a holder of non-voting common stock is not entitled to vote on any matter submitted to a vote of the stockholders, however such holders are entitled to prior notice of, and to attend and observe, all meetings of the stockholders; ● subject to preferences that may apply to shares of preferred stock issued and outstanding, the holders of non-voting common stock are entitled to receive lawful dividends as may be declared by the Board on parity in all respects with the holders of common stock, provided that if the holders of common stock become entitled to receive a divided or distribution of shares of common stock, holders of non-voting common stock shall receive, in lieu of the shares of common stock, an equal number of shares of non-voting common stock; ● upon liquidation, dissolution or winding up Pacific Ethanol, the holders of shares of common stock and non-voting common stock will be entitled to receive a pro rata portion of all of our assets remaining for distribution after satisfaction of all our liabilities and the payment of any liquidation preference of any outstanding preferred stock; ● there are no redemption or sinking fund provisions applicable to our non-voting common stock; and ● there are no preemptive rights applicable to our non-voting common stock.
