Preferred and Common Stock Sample Clauses

Preferred and Common Stock. The Company has two classes of issued and outstanding preferred stock. Class A Preferred Stock shareholders are entitled to receive dividends at 8% of the par value from current or retained earnings when declared by the Board of Directors. Dividends on the Class A Preferred Stock are cumulative and are payable before any dividends may be paid on the Class B Preferred Stock or the Class C Common Stock. During fiscal 1998, the Company paid $24,000 WORLD CARPETS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED) of dividends in arrears for Class A preferred stock. The liquidation preference for Class A Preferred Stock is its par value plus accumulated, unpaid dividends. Class B Preferred Stock shareholders are entitled to receive dividends at 10% of the par value from current or retained earnings when declared by the Board of Directors. Dividends on the Class B Preferred Stock are noncumulative and are payable before any dividends may be paid on the Class C Common Stock. The liquidation preference for Class B Preferred Stock is its par value. Shares of Class B Preferred Stock are convertible by their original holders to Class C Common Stock. At the conversion date, each Class B Preferred Stock share may be exchanged for the number of Class C Common Stock shares which have a fair market value of $100 with fair market value determined by an independent third party. Any sales, transfers or purchases of the Company's outstanding shares are subject to shareholders' agreement. PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following unaudited pro forma condensed consolidated balance sheet of Mohawk gives effect to the merger with World as if the merger took place on September 26, 1998. The merger has been accounted for as a pooling-of- interests. All of the outstanding shares of World capital stock have been exchanged for approximately 4.9 million shares of Mohawk common stock. The unaudited pro forma condensed consolidated statements of earnings give effect to the merger as if the merger took place on January 1, 1995. It is expected that Mohawk and World will incur approximately $12.1 million, after income taxes, in non-recurring charges related to the merger (primarily legal, accounting, investment banking, loan termination and employee bonus costs) during the quarter in which the merger is consummated. These payments will be recorded as a post-merger charge to the combined statement of earnings of Mohawk and World in the quarter in which t...
Sample 1
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Preferred and Common Stock. The (a) Company shall receive, simultaneously with the issuance of the Senior Subordinated Notes, not less than $5,750,000 in cash from Pecks in exchange for the issuance to Pecks of the Pecks Preferred Stock, (b) Company shall issue to Tredegar Investments, simultaneously with the issuance of the Senior Subordinated Notes, the Seller Preferred Stock as partial consideration for the purchase price of the Acquisition, and (c) Parent shall receive, simultaneously with the issuance of the Senior Subordinated Notes, not less than $750,000 in cash from Pecks in exchange for the issuance to Pecks of 250 shares of common stock of Parent and warrants to purchase 575 shares of common stock of Parent all of the foregoing on terms reasonably satisfactory to Purchaser, and Purchaser shall receive satisfactory evidence thereof.
Sample 1
Preferred and Common Stock. As noted above, ION Geophysical is a public company listed on the New York Stock Exchange. As of the Petition Date, ION had approximately 29,579,991 shares of common stock and one share of preferred stock outstanding. The preferred stock was issued to the Second Lien Notes Trustee in connection with the Exchange Offer and Rights Offering (each as defined below).
Sample 1

Related to Preferred and Common Stock

  • 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.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

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

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • 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.

  • Shares of Common Stock The Company shall have duly reserved the number of Underlying Shares required by this Agreement and the Transaction Documents to be reserved upon the exercise of the Warrants or the conversion of the shares of Preferred Stock acquired by the Purchaser on the First Closing Date;

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Class B Common Stock 2 Closing........................................................................5

  • Parent Common Stock At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain an issued and outstanding share of common stock of the Surviving Corporation and shall not be affected by the Merger.

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

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