Series D Preferred Shares Sample Clauses

Series D Preferred Shares. Section 1.07(a) Surviving Corporation...............................................Section 1.
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Series D Preferred Shares. Pursuant to Section 5.3 of this Declaration, a series of preferred shares of beneficial interest designated the "Series D Cumulative Convertible Preferred Shares of Beneficial Interest" (the "Series D Convertible Preferred Shares") is hereby established on the following terms:
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Series D Preferred Shares. The maximum number of Series D Preferred Shares shall be 4,100,000.
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Series D Preferred Shares. If the annual meeting of the Shareholders decides to make a Distribution of any profits, each Shareholder holding Series D Preferred Shares shall be entitled to receive a Distribution at a rate of ten percent (10%) of the applicable Invested Amount corresponding to each Shareholder at that time (the “Series D Preferred Distribution”. If the Series D Preferred Distribution is paid in full in respect of any relevant period, then Distributions on the Series C Preferred Shares, Additional Series B Preferred Shares, the Series B Preferred Shares, the Series A Preferred Shares and the Ordinary Shares may be made by the Company so long as (x) they are not paid at a rate greater than the rate of the Series D Preferred Distribution and (y) they are made in accordance with the below subsections relating to Distributions on the Series C Preferred Shares, Additional Series B Preferred Shares, the Series B Preferred Shares, the Series A Preferred Shares and the Ordinary Shares.
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Series D Preferred Shares. 1. Series D Preferred Shares are hereby authorized and shall be issued to LCNI or the Trust or a wholly owned subsidiary of the Trust or Xxxxxx Enterprises to be designated by the Trust, as the case may be, as of October 1, 1999, as described and with the rights and properties set forth below. Series D Preferred Shares and Series A Preferred Shares shall be issued: a. to LCNI with respect to the accrued and unpaid preferred return of $2,534,519.61 owed to LCI as of September 30, 1999; b. to LCNI with respect to the amount of capital contributions of $471,157.25 made by LCI on behalf of the Trust in excess of $30,000,000; c. to LCNI with respect to the amount of Completion Guaranty Payments of $11,346,382 made by LCI prior to October 1, 1999 for its own account; and d. with respect to Completion Guaranty Payments made after October 1, 1999, as set forth in Article III, below. Series D Preferred Shares shall earn a return equal to eighteen percent (18%) per annum, cumulative and compounded semi-annually
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Series D Preferred Shares. The Series D Preferred Shares have been duly and validly authorized and, when issued and delivered pursuant to this Agreement, such Series D Preferred Shares will be duly and validly issued and fully paid and nonassessable and free and clear of any Liens, will not be issued in violation of any preemptive rights, consent rights or any other rights of, and will further will rank pari passu or senior to, all other series or classes of Preferred Stock of the Company, whether or not issued or outstanding, with respect to the payment of dividends and priority of distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
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Related to Series D Preferred Shares

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Convertible Preferred Stock In accordance with the undersigned's obligation under the Subscription Agreement to provide such information as may be required by law for inclusion in the Registration Statement, the undersigned agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the date hereof at any time while the Registration Statement remains effective. All notices hereunder and pursuant to the Subscription Agreement shall be made in writing at the address set forth below. In addition, the undersigned hereby agrees to give the Company three days' prior notice in advance of sales of Series A Convertible Preferred Stock pursuant to the Registration Statement, and the undersigned hereby further agrees not to sell Series A Convertible Preferred Stock in the event the undersigned knows of any undisclosed material developments or transactions relating to the Company. The undersigned hereby acknowledges that it understands that any sales or other dispositions of any Series A Convertible Preferred Stock pursuant to the Registration Statement, once effective, must be settled with Series A Convertible Preferred Stock bearing the Company's general (not necessarily restricted) common shares CUSIP number. A beneficial owner named in the Registration Statement may obtain Series A Convertible Preferred Stock bearing the Company's general common shares CUSIP number for settlement purposes by presenting the Series A Convertible Preferred Stock to be sold (with a restricted CUSIP), together with a certificate of registered sale, to the Company's transfer agent, North American Transfer Co. The form of certificate of registered sale is available from the Company upon request. The process of obtaining such shares might take a number of business days. SEC rules generally require trades in the secondary market to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, a beneficial owner who holds Series A Convertible Preferred Stock with a restricted CUSIP at the time of the trade might wish to specify an alternate settlement cycle at the time of any such trade to provide sufficient time to obtain Series A Convertible Preferred Stock with an unrestricted CUSIP in order to prevent a failed settlement. By signing below, the undersigned consents to the disclosure of the information contained herein in its answers above and the inclusion of such information in the Registration Statement and the related prospectus. The undersigned understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration Statement and the related prospectus.

  • Common Shares 4 Company...................................................................................... 4

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