Series B Preferred Sample Clauses

Series B Preferred. At the Series B 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 B 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 B Preferred. Promptly after the date of this Agreement, but in no event later than ten Business Days thereafter, the Company shall initiate the redemption of all of the outstanding shares of Series B Preferred and shall use its reasonable best efforts to complete such redemption in accordance with the terms of such preferred stock. At least two Business Days prior to the Closing Date, no shares of Series B Preferred shall be issued and outstanding.
Series B Preferred. Borrower fails to (a) provide Agent and the Lenders, on or before February 28, 2017, a copy of its written notice of theMandatory Conversion Time” (as such term is defined in the Series B Rights Agreement), to holders of its Series B Preferred Stock, of the Borrower’s election to convert all Series B Preferred Stock to common stock of the Borrower and (b) cause such Series B Preferred Stock to be converted to common stock of the Borrower in accordance with the terms of the Series B Rights Agreement.
Series B Preferred. For so long as any holder of Series B preferred owns greater than 22.5% of the outstanding capital stock of the Company, on a fully diluted, as converted to common stock basis (each, a “221⁄2 Percent Holder”), and except as otherwise provided by the terms set forth in the Company’s Amended and Restated Certificate of Incorporation, neither the rights, preferences, privileges and restrictions of the Series B Preferred, nor the definitions set forth in Sections 2.2 and 2.13 of the Purchase Agreement, will be amended in an adverse manner without the consent of each 221⁄2 Percent Holder.
Series B Preferred. Effective upon the closing of the Company's Series B Preferred Stock Financing (the "Series B Financing"), the Company shall issue to Connetics shares of Series B Preferred Stock (the "Series B Preferred") in an amount equal to the quotient of five hundred thousand dollars ($500,000) divided by the price per share of Series B Preferred paid by the purchasers of the Series B Preferred. The Company shall use its best efforts to assure that the terms, conditions, rights, preferences and privileges of the Series B Preferred issued to Connetics by the Company in the Series B Financing shall be the same as those of the Series B Preferred issued to the other purchasers, provided however, that such efforts shall not require the Company to accept a lower price per share or make other material concessions to the other purchasers of the Series B Preferred. Notwithstanding the foregoing, in the event of either a Company Sale (as defined below) or a firm underwritten public offering of the Company's Common Stock either of which occurs prior to a Series B Financing, the Company shall, in its sole discretion, either (i) deliver to Connetics five hundred thousand dollars ($500,000) by check or wire transfer or (ii) issue to Connetics four hundred thousand (400,000) shares of Series A-2 Preferred Stock concurrently with the closing of such Company Sale or public offering.
Series B Preferred. Each share of Series B Preferred shall be convertible into shares of Common without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share, at the office of the Corporation or any transfer agent for the Series B Preferred. Each share of Series B Preferred shall be convertible at the conversion rate determined by dividing $0.4806 by the Series B Conversion Price (determined as provided herein) in effect at the time of conversion. The number of shares of Common into which each share of Series B Preferred may be converted is hereinafter referred to as the "Series B Conversion Rate." The conversion price per share (the "Series B Conversion Price") at which shares of Common shall be initially issuable upon conversion of any shares of Series B Preferred Stock shall be $0.4806 and the initial Series B Conversion Rate shall be 1/1.
Series B Preferred. Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the “current per share market price” of the Series B 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 then-current per share market price of the Series B Preferred cannot be determined in the manner described in Section 11.4.1, the “current per share market price” of the Series B 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 Plan) multiplied by the then-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 B Preferred are publicly held or so listed or traded, or if on any such date neither the Common Stock nor the Series B Preferred are so quoted and no such market maker is making a market in either the Common Stock or the Series B Preferred, “current per share market price” of the Series B 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 Plan, the “current per share market price” of one one-thousandth of a share of Series B Preferred shall be equal to the “current per share market price” of one share of Series B Preferred divided by 1,000.
Series B Preferred. Upon any liquidation, dissolution or winding up of the Corporation (whether voluntary or involuntary), each holder of Series B Preferred shall be entitled to be paid, after payment in full is made upon the Series A Preferred as required under Section 2A above and before any distribution or payment is made upon any Junior Securities, an amount in cash equal to the aggregate Liquidation Value of all shares of Series B Preferred held by such holder (plus all accrued and unpaid dividends thereon), and the holders of Series B Preferred shall not be entitled to any further payment in respect of their shares of Series B Preferred. If upon any such liquidation, dissolution or winding up of the Corporation the Corporation's assets to be distributed among the holders of the Series B Preferred are insufficient to permit payment to such holders of the aggregate amount which they are entitled to be paid under this Section 2B, then the entire assets available to be distributed to the Corporation's stockholders, other than the assets to be distributed with respect to the Series A Preferred pursuant to Section 2A above, shall be distributed pro rata among such holders based upon the aggregate Liquidation Value (plus all accrued and unpaid dividends) of the Series B Preferred held by each such holder.
Series B Preferred. Each share of Series B Preferred Stock shall be converted into the right to receive an amount of cash equal to (i) the Series B Per Share Closing Amount, plus (ii) if any, the Series B Contingent Merger Consideration Amount, subject to deductions with respect to the Escrow Amounts as provided in Section 2.4(j) and Article 12 below.
Series B Preferred. STOCK ------------------------