Nonvoting Common Stock Sample Clauses

Nonvoting Common Stock. The holders of Nonvoting Common Stock shall be entitled to notice of meetings of the Corporation's stockholders. Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or the Corporation's Bylaws, the Nonvoting Common Stock shall have no voting rights upon any matter or thing (including, without limitation, the election of directors) unless provided by applicable law. Subject to and in compliance with the following provisions of this Section 4.2(e), each share of Nonvoting Common Stock held by any person or entity may be converted into one fully-paid and non-assessable share of voting Common Stock.
Sample 1
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Nonvoting Common Stock. The Company agrees to cause the amendment of its Certificate of Incorporation prior to June 1, 1998, to provide for the creation of a class of nonvoting Common Stock, which shall otherwise rank pari passu in all respects with the existing class of voting Common Stock of the Company, and to reserve from its authorized but unissued shares of such class of Nonvoting Common Stock a sufficient number of shares of such Common Stock to permit issuance of such shares upon the conversion in full of the then outstanding Convertible Notes and Warrants.
Sample 1
Nonvoting Common Stock. If (i) any Stockholder notifies the Company that it may wish to exchange its Class A Common Stock or Class B Common Stock for Nonvoting Common Stock in order to effect a Transfer of Nonvoting Common Stock pursuant to Section 3.2(b) or a Transfer of a Term Loan or Nonvoting Common Stock pursuant to Section 3.7 or (ii) any Warrantholder notifies the Company that it may wish to effect a Transfer of Warrants to purchase Nonvoting Common Stock pursuant to Section 3.2(b), then, to the extent the Company is legally able to do so, the Company and each Equityholder shall take all such reasonable actions as are reasonably requested by such Stockholder or Warrantholder, as the case may be, in order to (w) create a class of Nonvoting Common Stock, (x) permit any such Stockholder (or any Affiliate thereof) to exchange all or any portion of its Class A Common Stock or Class B Common Stock for Nonvoting Common Stock on a share-for-share basis; (y) permit any such Warrantholder to exchange its Warrants for new Warrants to purchase an equivalent number of shares of Non-Voting Common Stock and (z) amend this Agreement, the Certificate of Incorporation and other related agreements to effectuate and reflect the foregoing. All out-of-pocket expenses incurred by the Company in connection with any such request shall be borne by the Company.
Sample 1
Nonvoting Common Stock. Notwithstanding the provisions of Section 1 hereof, if the payment of this Promissory Note in shares of Common Stock together with the contemporaneous payment in shares of Common Stock of other presently outstanding promissory notes of the Company held by the holder of this Promissory Note would have the effect of causing the registered holder (or a group acting in concert as a partnership or other group of which the holder is a member) to become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities of the Company representing 30% or more of the combined voting power of the outstanding securities of the Company ordinarily (and apart from rights arising under special circumstances) having the right to vote in the election of directors, then this Promissory Note shall be payable in shares of Nonvoting Common Stock (as constituted as of the close of business on the date hereof) in lieu of Common Stock. Except for such right to vote, shares of Nonvoting Common Stock shall be equal in all respects to the Common Stock and shall be convertible into the same number of shares of Common Stock under certain conditions.
Sample 1

Related to Nonvoting Common Stock

  • Parent Common Stock The issuance and delivery by Parent of shares of Parent Common Stock in connection with the Merger and this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent. The shares of Parent Common Stock to be issued in connection with the Merger and this Agreement, when issued in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and not subject to preemptive rights of any sort.

  • Common Stock 1 Company........................................................................1

  • Common Shares 4 Company...................................................................................... 4

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Ordinary Shares The Ordinary Shares included in the Units have been duly authorized and, when issued and delivered against payment for the Offered Securities by the Underwriters pursuant to this Agreement and registered in the Company’s register of members, will be validly issued, fully paid and non-assessable. The holders of such Ordinary Shares are not and will not be subject to personal liability by reason of being such holders; such Ordinary Shares are not and will not be subject to any preemptive or other similar contractual rights granted by the Company.

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

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