Series B Preferred Shares. A total of 25,537,431 authorized Series B Preferred Shares, par value of US$0.0001 (“Series B Preferred Shares, and each a “Series B Preferred Share”), all of which are issued and outstanding. The rights, privileges and preferences of the Series B Preferred Shares are as stated in the Amended M&A as provided by the Company Law.
Series B Preferred Shares. Subject to Section 3.05, each Series B Preferred Share issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding as a preferred share of the Surviving Company and shall be entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other special rights, and qualifications, limitations and restrictions set forth in the certificate of designations applicable to the Series B Preferred Shares, which certificate of designations shall remain at and following the Effective Time in full force and effect as an obligation of the Surviving Company in accordance with Section 109(2) of the Bermuda Companies Act.
Series B Preferred Shares. Each Series B Preferred Share issued and outstanding immediately prior to the Effective Time (other than any Series B Preferred Shares to be cancelled pursuant to Section 3.1(a)(iii) or Section 3.4) shall be redeemed, cancelled and extinguished and converted into the right to receive in cash at the Effective Time, without interest, the Series B Preferred Redemption Amount;
Series B Preferred Shares. Pursuant 5.3 of this Declaration, a series of preferred shares of beneficial interest designated 9 1/8% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest ($0.01 Par Value Per Share) (Liquidation Preference $250.00 Per Share) (collectively, the "Series B Preferred Shares") is hereby established on the following terms:
Series B Preferred Shares. Upon the Effective Date of the Merger, each share of Series B Preferred Stock of FNB-Pennsylvania, $10.00 par value, issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such shares or any other person, be converted into and exchanged for one fully paid and nonassessable share of Series B Preferred Stock, $0.01 par value per share, of the Surviving Corporation.
Series B Preferred Shares. Each Series B Preferred Share outstanding immediately prior to the Effective Time (other than any Series B Preferred Shares to be canceled in accordance with Section 2.7.2 or Dissenting Shares) shall be converted into the right to receive (i) an amount, without interest, equal to the Series B Preferred Per Share Consideration in cash and (ii) the nontransferable contingent right to receive the Series B Preferred Further Distributions Per Share, if any. For avoidance of doubt, each Series B Preferred Share shall not receive in the aggregate from the Estimated Merger Consideration and the Further Distributions more than the Series B Participation Cap.
Series B Preferred Shares. A total of 25,378,433 Series B Preferred Shares, 22,166,735 of which are issued and outstanding, and 3,211,698 of which has not been issued.
Series B Preferred Shares. As of the Effective Time, each Series B Preferred Share issued and outstanding (other than (A) Series B Preferred Shares to be cancelled in accordance with subsections (v) and (vi) hereof, and (B) any Dissenting Shares) immediately prior to the Effective Time, will be cancelled and extinguished, and each Series B Share will be converted into the right to receive an aggregate of an amount in cash equal to the Per Share Net Participation Amount (subject to the withholding from such aggregate amount of an amount per Series B Preferred Share to be contributed to the Escrow Fund and the Purchase Price Adjustment Fund, each as set forth in the Final Merger Consideration Allocation Schedule, which amounts shall be payable in accordance with this Agreement and the Escrow Agreement and may in whole or in part reduce the Per Share Net Participation Amount).
Series B Preferred Shares. Subject to the terms and conditions of this Agreement, at the Closing, the Company will sell and transfer the Series B Preferred Shares to Buyer, and Buyer will purchase the Series B Preferred Shares from the Company.
Series B Preferred Shares. 1 Series B-1 Preferred Stock........................................................................................1 Subsequent Certificate of Rights and Preferences..................................................................1 Subsequent Certificates of Rights and Preferences.................................................................1
