Series C Preferred Stock Sample Clauses

Series C Preferred Stock. The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.
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Series C Preferred Stock. A description of the Series C Preferred Stock and a statement of its preferences, voting powers, qualifications and special or relative rights or privileges is as follows:
Series C Preferred Stock. (i) In the event that (x) the Corporation shall use proceeds from the financing contemplated by the Series C Convertible Preferred Stock Purchase Agreement dated on or about May __, 1997 to acquire additional shares of the capital stock of Sequenom Instruments GmbH and in connection therewith shall acquire a put option to sell such shares of Sequenom Instruments GmbH to TBG, and (y) thereafter the Corporation shall exercise such put option, then the Corporation shall, within 30 days after receipt of the Proceeds of the sale of such shares to the TBG, send notice of such exercise (the "Series C Put Exercise Notice") to each holder of record of Series C Preferred Stock, specifying (A) the amount of proceeds so received from the TBG net of any expenses incurred in connection therewith (the "Series C Put Net Proceeds"), (B) the date (the "Series C Redemption Date") on which the Corporation will redeem shares of Series C Preferred Stock from electing holders of the Series C Preferred Stock in accordance with this Section 6, which Series C Redemption Date shall be not less than 45 days nor more than 90 days after the date of such notice (the "Series C Notice Date") and (C) each such holder's Series C Pro Rata Redemption Amount (as hereinafter defined). (ii) Each holder of Series C Preferred Stock may elect to have the Corporation redeem from it on the Series C Redemption Date, to the extent the Corporation has funds legally available for such purpose, up to a number of shares of Series C Preferred Stock equal to such holder's Series C Pro Rata Redemption Amount (as hereinafter defined) at a redemption price of $3.15 per share. Such election may be made only by delivering to the Corporation within thirty (30) days after the Series C Notice Date (A) a written election signed by such holder specifying the number of shares of Series C Preferred Stock so to be redeemed (which number shall be not more than such holder's Series C Pro Rata Redemption Amount), and (B) certificates for the shares of Series C Preferred Stock so to be redeemed, together with stock powers therefor duly executed by such holder in blank. (iii) For purposes of this Subsection 6(b), each holder of Series C Preferred Stock's "Series C Pro Rata Redemption Amount" shall be the greatest whole number represented by a fraction, the numerator or which is the product of the number of shares of Series C Preferred Stock held by such holder times the Series C Put Net Proceeds, and the denominator or which ...
Series C Preferred Stock. (a) Subject to the terms and conditions of this Agreement, WCI agrees to act as lead manager of the Rights Offering on a best efforts basis and shall purchase up to 1,750,000 shares of Series C Stock at a price of $10.00 per Share, in the event the Rights Offering is not fully subscribed. WCI's obligation to purchase Series C Shares is subject to the conditions set forth in Section 3.2. BTC shall have the right, and WCI agrees to cooperate with BTC in the event BTC elects prior to the commencement of the Rights Offering, to purchase the sum of (i) 50% of the Series C Shares that are not subscribed for in the Rights Offering, and (ii) 50% of the aggregate number of shares subscribed for by BTC and WCI. The subscription price and other material terms of the Rights Offering shall be substantially as set forth in the Summary of Terms attached as Schedule 1.4 hereto.
Series C Preferred Stock. Series C Holders will not have any voting rights, except as required under Delaware law and except that: (i) so long as any shares of Series C Preferred Stock are outstanding, the vote or consent of the Series C Holders owning a majority of the shares of Series C Preferred Stock at the time outstanding, voting as a single class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating (A) any matter that requires the approval of the Series C Holders in accordance with applicable law; (B) any amendment, alteration or repeal (including by means of a merger, consolidation or otherwise) of any provision of the Certificate of Incorporation (including this Certificate of Designations) or the Corporation’s bylaws that would alter or change the rights, preferences or privileges of the Series C Preferred Stock so as to affect them adversely; (C) any amendment or alteration (including by means of a merger, consolidation or otherwise) of the Corporation’s Certificate of Incorporation to authorize, or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Corporation’s capital stock ranking senior to the Series C Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Corporation; or (D) the consummation of a binding share exchange or reclassification involving the Series C Preferred Stock, a merger or consolidation of the Corporation with another entity, or the sale of all or substantially all of the property and assets of the Corporation; provided, that, the Series C Holders will have no right to vote under this Section 12(a)(i)(D) if in each case (x) the Series C Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, is converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and (y) such Series C Preferred Stock remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not less favorable to the holders thereof t...
Series C Preferred Stock. Eight Million One Hundred Twenty Five Thousand Eight Hundred Eighty-Nine (8,125,889) shares of issued and outstanding Series C Preferred Stock.
Series C Preferred Stock. The Company will not issue any additional shares of its Series C Preferred Stock.
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Series C Preferred Stock. Each share of Series C Preferred ------------------------ Stock of the Company, par value $1.00 per share, ("Series C Preferred") issued and outstanding immediately prior to the Effective Time (other than any shares of Series C 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 $2.07 (the "Series C Preference Amount") plus the Per Share Amount, by (B) the Average Closing Price upon surrender of the certificate representing such share of Series C Preferred in the manner provided in Section 1.8.
Series C Preferred Stock. Subject to Section 1.12, each issued and outstanding share of Series C Preferred Stock (other than shares to be canceled in accordance with Section 1.6(b) and any Dissenting Shares to the extent provided in Section 1.9) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive that fraction of a share of Parent Common Stock equal to the Series C Exchange Ratio.
Series C Preferred Stock. So long as shares of Series C ------------------------ Preferred Stock are outstanding, this corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series C Preferred Stock alter or change the rights, preferences or privileges of the shares of Series C Preferred Stock so as to adversely affect the shares or the holders thereof.
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