Series A Preferred. Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the “current per share market price” of the Series A 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 Series A Preferred cannot be determined in the manner described in Section 11.4.1, the “current per share market price” of the Series A Preferred shall be conclusively deemed to be an amount equal to 1,000 (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 Series A Preferred are publicly held or so listed or traded, or if on any such date neither the Common Stock nor the Series A Preferred are so quoted and no such market maker is making a market in either the Common Stock or the Series A Preferred, “current per share market price” of the Series A 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-thousandth of a share of Series A Preferred shall be equal to the “current per share market price” of one share of Series A Preferred divided by 1,000.
Series A Preferred. At the Series A Closing, the Company will issue to each Purchaser a certificate or certificates registered in such Purchaser's name as set forth on the Schedule of Purchasers attached hereto as Exhibit A, representing the number of shares of Series A Preferred set forth opposite such Purchaser's name on such Schedule of Purchasers against payment of the purchase price therefor. Such payment shall be by check or wire transfer payable to the Company or by the cancellation of outstanding indebtedness.
Series A Preferred. A class of Preferred Stock is hereby created with the designations, powers, preferences and rights set forth herein. The Corporation is authorized to issue a class of Preferred Stock designated as Series A Preferred Stock consisting of _______ shares (the "Series A Preferred").
Series A Preferred. The Company shall send, not later than three (3) Business Days after the Closing Date, a notice to all holders of record of shares of Series A Preferred Stock relating to the adjustment of the conversion price for the Series A Preferred Stock that complies with Section 5(j) of the Certificate of Designations of the Series A Preferred Stock.
Series A Preferred. Each holder of shares of Series A Preferred shall be entitled to one (1) vote for each whole share of Common Stock into which such shares of Series A Preferred could be converted pursuant to the provisions of Section 5.1 on the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, on the date such vote is taken or any written consent of the stockholders is solicited.
Series A Preferred. Shares of the Company’s Series A Preferred Stock with a liquidation preference of $25.00 per share.
Series A Preferred. The Series A Preferred Stock shall not be convertible into Common Stock. Parent, in its sole discretion, may cause the Company to pay special cash dividends to any Parent Party, provided, that any such dividend is credited against the annual 10% dividend on the Series A Preferred payable to Parent.
Series A Preferred. Except as otherwise expressly provided in Section (g) of this Article Third or as required by law, each holder of Series A Preferred shall be entitled to vote on all matters and shall be entitled to one vote for every five shares of Series A Preferred standing in such holder's name on the books of the Corporation. In addition, each holder of Series A Preferred shall be entitled to notice of each shareholder's meeting in accordance with the By-Laws of the Corporation, as amended and in effect from time to time, as if such holder were a holder of Common Stock.
Series A Preferred. Each issued and outstanding share of Series A Preferred shall be converted into the right to receive:
(A) Cash Consideration equal to the product of $1.45 times the Cash Ratio;
(B) a fraction of a share of HPL Stock equal to the product of $1.45 times the Stock Ratio, divided by the HPL Closing Price; and
(C) the Cash Per Common Share plus the Stock Per Common Share.
Series A Preferred. Stock. The Series A Preferred Stock has been duly authorized by the Company and when issued by the Company and delivered to and paid for by the Purchasers in accordance with the terms of the Securities Purchase Agreements by and between the Company and each Purchaser, will have been validly issued, shall be fully paid and non- assessable, and shall be free and clear of all liens and restrictions on transfer, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities laws.
