Series B Preferred Stock. Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................
Series B Preferred Stock. A description of the Series B Preferred Stock and a statement of its preferences, voting powers, qualifications and special or relative rights or privileges is as follows:
Series B Preferred Stock. The Company has, or before the Series A Closing Date (as that term is hereinafter defined) will have, authorized the sale and issuance of up to 6,350,000 shares of its Series B Preferred Stock ("Series B Preferred" or, as described in Section 1.1(a) above, the "Shares") and up to 6,350,000 shares of Common Stock issuable upon conversion of the Series B Preferred pursuant to the Restated Articles. The Series B Preferred shall be sold for a purchase price of $0.40 per share.
Series B Preferred Stock. 3.1(b) Series B Preferred Stock Merger Consideration...........................3.1(b) Series C Preferred Stock................................................3.1(c) Series C Preferred Stock Merger Consideration...........................3.1(c) Series D Preferred Stock................................................3.1(d) Series D Preferred Stock Merger Consideration...........................3.1(d) Shareholder...........................................................
Series B Preferred Stock. Each share of Series B Preferred ------------------------ Stock of the Company, par value $1.00 per share, ("Series B Preferred") issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred to be canceled pursuant to Section 1.6(e) and any Dissenting Shares (as defined and to the extent provided in Section 1.7(a)) will be canceled and extinguished and be converted automatically into the right to receive that number of shares of Parent Common Stock equal to the quotient computed by dividing (A) the sum of $1.25 (the "Series B Preference Amount") plus the Per Share Amount, by (B) the Average Closing Price upon surrender of the certificate representing such share of Series B Preferred in the manner provided in Section 1.8.
Series B Preferred Stock. (a) Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to each Purchaser named below, and such Purchaser agrees to purchase from the Company, on the Series B and Convertible Notes Closing Date, at an aggregate price of $5,000,000, the number of shares of Series B Preferred Stock set forth opposite such Purchaser's name below: Name and Address of Purchaser Number of Shares ---------------- ---------------- Cypress Ventures, Inc. 57,500 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
Series B Preferred Stock. Series B Holders will not have any voting rights, including the right to elect any directors, except (i) voting rights, if any, required by law, and (ii) voting rights, if any, described in Section 2 and this Section 12; provided, however, that each Series B Holder will be entitled to voting rights as described in this Section 12(a). Upon the first to occur of a Shareholder Disapproval Date or a Shareholder Approval Date, (i) if all Regulatory Approvals have not been received, then as of the first Business Day following such date, each Series B Holder will thereafter be entitled to 2 and 1/2 votes for each share of Series B Preferred Stock held as of the applicable date, or (ii) if all Regulatory Approvals have been received, then as of the first Business Day following such date (or if the Regulatory Approvals are received after the Shareholder Disapproval Date or Shareholder Approval Date, then on the first Business Day following the date such Regulatory Approvals are received), each Series B Holder will thereafter be entitled to 10 votes for each share of Series B Preferred Stock held as of the applicable date, on any matter that is submitted to a vote or for the consent of the shareholders of the Company, and, except as otherwise required by law or as set forth herein, shall have voting rights and powers equal to the voting rights and powers of the Common Stock, shall be entitled to notice of any shareholders’ meeting in accordance with the Bylaws of the Company and shall be entitled to vote with the holders of Common Stock with respect to any matter upon which holders of Common Stock have the right to vote, except as otherwise provided herein or those matters required by law to be submitted to a class vote.
Series B Preferred Stock. If this corporation shall issue, after the date upon which any shares of Series B Preferred Stock were first issued (the “Purchase Date”), any Additional Stock (as defined below) without consideration or for consideration per share less than the Conversion Price for the Series B Preferred Stock in effect immediately prior to the issuance of such Additional Stock (in each case, the “Series B New Price”), the Conversion Price for Series B Preferred Stock in effect immediately prior to each such issuance shall forthwith be adjusted to the Series B New Price.
Series B Preferred Stock. Within two business days before the Expiration Date of the Offer, each Stockholder agrees to cause the conversion of all of the shares of Series B Preferred Stock of the Company beneficially owned by such Stockholder into shares of Company Common Stock in accordance with the Company's certificate of incorporation so long as after giving effect to such conversion and subsequent tender of such Company Common Stock pursuant to Section 1.01 hereof, the Minimum Condition shall have been or would be satisfied.
Series B Preferred Stock. TMI will create a series of preferred ------------------------- stock entitled TMI Holdings, Inc. Series B Convertible Preferred Stock, with 500,000 shares authorized and the rights and preferences as outlined in the Certificate of Designation attached hereto as Exhibit D. TMI will timely file all documentation to effectuate the creation and issuance of the TMI Shares.
