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. 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. 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. ARTICLE VI
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. First, the holders of Series A Preferred shall be entitled to receive, prior and in preference to the holders of Common Stock, an amount per share of Series A Preferred equal to $450.00, which shall be paid in cash (the “Series A Liquidation Preference”). If the Available Funds and Assets distributed to the holders of the Series A Preferred are insufficient to permit the payment to such holders of the full Series A Liquidation Preference, then the Available Funds and Assets shall be distributed to the holders of the Series A Preferred pro rata based upon the number of shares of Series A Preferred held by each holder.
Series A Preferred. The Corporation shall pay preferential dividends to the holders of the shares of Series A Preferred in the form of additional shares of Series A Preferred. Dividends on each share of the Series A Preferred outstanding from time to time shall accrue on a daily basis at the rate of 5% per annum computed based on the original issue price for the Series A Preferred of $1.00 per share (the “Original Series A Issue Price”), for each share regardless of when issued, and adjusted for any stock dividends, combinations, or splits with respect to such shares. The “Dividend Reference Dates” are each [day following closing date] occurring after the initial issuance of the first share of Series A Preferred . Except for accrued but unpaid dividends payable upon the occurrence of a Liquidation Event (as hereinafter defined), or upon redemption of shares of Series A Preferred as permitted by Section 4 below, dividends shall be paid only by the issuance of additional shares of Series A Preferred in an amount equal to (i) the accrued and unpaid dividend on any Dividend Reference Date divided by (ii) $1.00. Dividends shall be paid whether or not declared by the Board of Directors to holders of record on the Dividend Reference Date, and shares representing such dividend shall be deemed issued and outstanding on such Dividend Reference Date, and will thereupon be duly authorized, validly issued, fully paid and nonassessable and free and clear of all liens and charges. Certificates for dividends shall be distributed to such holders on or within ten (10) days after the Dividend Reference Date to which such dividend relates. Dividends shall begin to accrue on shares of Series A Preferred issued as dividends as of the day following the Dividend Reference Date with respect to which such dividend has been declared regardless of the actual distribution of a certificate. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Series A Preferred solely for the purpose of paying the dividends described herein such number of its shares of Series A Preferred as shall from time to time be sufficient to pay the dividends described herein; and if at any time the number of authorized but unissued shares of Series A Preferred shall be insufficient to pay the dividends described herein, the Corporation shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series A P...
Series A Preferred. At the Effective Time, each share of Series A Preferred issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares owned by the Company) shall be automatically converted into the right to receive, subject to and in accordance with Section 2.8(a), an amount of cash (without interest) equal to the Per Share Series A Merger Consideration. The amount of cash each Company Stockholder is entitled to receive for the shares of Series A Preferred held by such Company Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts payable for all shares of Series A Preferred held by such Company Stockholder.