Series A Convertible Preferred Stock. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, shall purchase from the Company on each Closing Date, the number of Shares as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers.
Series A Convertible Preferred Stock. There shall occur any “Fundamental Change” as defined in the provisions of the Charter of the Company which relates to the Series A Convertible Preferred Stock.
Series A Convertible Preferred Stock. Subject to the terms of the Certificate of Designations, by executing and delivering this Redemption Notice, the undersigned Holder of the Convertible Preferred Stock identified below directs the Company to redeem (check one): ☐ all of the shares of Convertible Preferred Stock ☐ * shares of Convertible Preferred Stock evidenced by Certificate No. on . Date: (Legal Name of Holder) By: Name: Title: * Must be a whole number. FUNDAMENTAL CHANGE REPURCHASE NOTICE FireEye, Inc.
Series A Convertible Preferred Stock. This Certificate evidences duly authorized, issued and outstanding shares of Convertible Preferred Stock. Notwithstanding anything to the contrary in this Certificate, to the extent that any provision of this Certificate conflicts with the provisions of the Certificate of Designations or the Certificate of Incorporation, the provisions of the of the Certificate of Designations or the Certificate of Incorporation, as applicable, will control.
Series A Convertible Preferred Stock. On [date], the Board of Directors of FireEye, Inc., a Delaware corporation (the “Company”), adopted the following resolution designating and creating, out of the authorized and unissued shares of preferred stock of the Company, 400,000 authorized shares of a series of preferred stock of the Company titled the “4.5% Series A Convertible Preferred Stock”: RESOLVED that, pursuant to the authority of the Board of Directors pursuant to the Certificate of Incorporation, the Bylaws and applicable law, a series of preferred stock of the Company titled the “4.5% Series A Convertible Preferred Stock,” and having a par value of $0.0001 per share and an initial number of authorized shares equal to four hundred thousand (400,000), is hereby designated and created out of the authorized and unissued shares of preferred stock of the Company, which series has the rights, designations, preferences, voting powers and other provisions set forth below:
Series A Convertible Preferred Stock. Subject to the terms of the Certificate of Designations, by executing and delivering this Fundamental Change Repurchase Notice, the undersigned Holder of the Convertible Preferred Stock identified below is exercising its Fundamental Change Repurchase Right with respect to (check one): ☐ all of the shares of Convertible Preferred Stock ☐ * shares of Convertible Preferred Stock evidenced by Certificate No. . The undersigned acknowledges that Certificate identified above, duly endorsed for transfer, must be delivered to the Paying Agent before the Fundamental Change Repurchase Price will be paid. Date: (Legal Name of Holder) By: Name: Title: * Must be a whole number. ASSIGNMENT FORM FireEye, Inc.
Series A Convertible Preferred Stock. Subject to the terms of the Certificate of Designations, by executing and delivering this Optional Conversion Notice, the undersigned Holder of the Convertible Preferred Stock identified below directs the Company to convert (check one): x all of the shares of Convertible Preferred Stock as of the earliest of (a) such time subsequently indicated by the Holder to the Company, (b) immediately before (but subject to the occurrence of) the Effective Time (as defined in the Merger Agreement, dated as of the date of this notice, among Google LLC, Dxxxx Inc. and the Company), and (c) immediately before any Exercise of Remedies (as such term is defined in the Conversion, Voting and Support Agreement, dated as of the date of this notice (the “Voting Agreement”), among Google LLC, the Company, and the Holders named therein) with respect to such shares. ¨ * shares of Convertible Preferred Stock evidenced by Certificate No. N/A . It is understood that this notice may not be revoked other than upon the occurrence of the Expiration Date (as defined in the Voting Agreement). Date: BTO FD Delta Holdings DE L.P. (Legal Name of Holder) By: BTO FD Delta Holdings Manager L.L.C., its general partner By: Blackstone Tactical Opportunities Fund – FD L.P., its managing member By: Blackstone Tactical Opportunities Associates III – NQ L.P., its general partner By: BTO DE GP-NQ L.L.C., its general partner By: /s/ Cxxxxxxxxxx X. Xxxxx Name: Cxxxxxxxxxx X. Xxxxx Title: Authorized Signatory * Must be a whole number. OPTIONAL CONVERSION NOTICE Mandiant, Inc.
Series A Convertible Preferred Stock. Subject to the terms of the Certificate of Designations, the undersigned Holder of the within Convertible Preferred Stock assigns to: Name: Address: Social security or tax identification number: the within Convertible Preferred Stock and all rights thereunder irrevocably appoints: as agent to transfer the within Convertible Preferred Stock on the books of the Company. The agent may substitute another to act for him/her. Date: (Legal Name of Holder) By: Name: Title: EXHIBIT B FORM OF RESTRICTED STOCK LEGEND THE OFFER AND SALE OF THIS SECURITY AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT; OR (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. [THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SECURITIES PURCHASE AGREEMENT. THE COMPANY WILL GIVE TO THE HOLDER OF THIS CERTIFICATE A COPY OF SUCH SECURITIES PURCHASE AGREEMENT, AS IN EFFECT ON THE DATE OF THE GIVING OF SUCH COPY, WITHOUT CHARGE, PROMPTLY AFTER RECEIPT OF A WRITTEN REQUEST THEREFOR.] Schedule A Months from Initial Issue Date4 Return Factor If the Company’s ratio of Net Debt to Consolidated EBITDA on the second anniversary of the Initial Issue Date is: less than or equal to 3.5-to-1 greater than 3.5-to-1 1-12 140% 140% 13-24 140% 140% 25-36 155% 170% 37-48 170% 185% 49-60 185% 200% 61-72 205% 220% 73-84 225% 240% 4 For the avoidance of doubt, the Initial Issue Date is in the first month from the Initial Issue Date. For convenience, the Return Factor for months 85 and beyond are not included here.
Series A Convertible Preferred Stock. The holders of each share of Series A Convertible Preferred Stock then outstanding shall be entitled to be paid, out of the Available Funds and Assets, and prior and in preference to any payment or distribution (or any setting apart of any payment or distribution) of any Available Funds and Assets on any shares of Common Stock or subsequent series of preferred stock, an amount per share equal to the Original Issue Price of the Series A Convertible Preferred Stock plus all declared but unpaid dividends on the Series A Convertible Preferred Stock. If upon any liquidation, dissolution or winding up of the Company, the Available Funds and Assets shall be insufficient to permit the payment to holders of the Series A Convertible Preferred Stock of their full preferential amount as described in this subsection, then all of the remaining Available Funds and Assets shall be distributed among the holders of the then outstanding Series A Convertible Preferred Stock pro rata, according to the number of outstanding shares of Series A Convertible Preferred Stock held by each holder thereof.
Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock of the Company outstanding immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and will cease to exist, and no consideration shall be delivered in exchange therefor.
