Series D Preferred Stock. Each share of the Series D Preferred Stock issued and outstanding immediately prior to the Effective Time shall not be affected by the Merger and shall, upon the election of holders of a majority of the then outstanding Series D Preferred Stock, be converted, immediately after the Reverse Split and simultaneously with the conversion of the Series E Preferred Stock as contemplated by Section 1.07(d)(ii) below, into that number of shares of common stock of the Surviving Corporation in accordance with Section 7(aa) of Article V.B of the Restated Articles then in effect.
Series D Preferred Stock. An aggregate of 330,000 shares of Series D Preferred Stock have been issued to Penthouse in partial consideration for the contemplated sale of iBill to CCI. The Series D Preferred Stock (A) pays no dividend, (B) has a $100 per share liquidation value, (C) is unsecured and non-redeemable, and (D) on the earlier to occur of (x) the Company obtaining Stockholder Approval and approval by the AMEX of the iBill, or (y) January 21, 2005, shall be automatically converted, together with approximately 3.2 million shares of Company Common Stock to be issued to Penthouse in connection with the consummation of the iBill sale, into that number of shares of Common Stock that would represent 49.9% of the “Fully-Diluted Company Common Stock” at the time of conversion. Fully-Diluted Company Common Stock means all outstanding shares of Company Common Stock and all additional Common Stock issuable upon exercise or conversion of all options, warrants, convertible notes or convertible preferred stock (including, for purposes of such definition, all Common Stock issuable in connection with the Transaction Securities). It is anticipated that an aggregate of approximately 81.4 million shares of Company Common Stock (the “Series D Conversion Shares”) will be issued to Penthouse upon full conversion of the Series D Preferred Stock. It is anticipated that, following the acquisition of the GMI Stock and consummation of the iBill acquisition, such Series D Conversion Shares and the 3.2 million shares of Common Stock (a total of up to 85.0 million shares of Common Stock) will be distributed to the holders of Penthouse Common Stock and other securities convertible into or exercisable for shares of Penthouse Common Stock in connection with the subsequent liquidation of that entity.
Series D Preferred Stock. The REIT’s 6,245,156 shares of 6.25% Series D Preferred Stock issued on March 16, 2016 pursuant to the Amended and Restated Articles of Incorporation of the REIT, as amended.
Series D Preferred Stock. The holders of outstanding shares of Series D 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, Series C Preferred Stock or Common Stock (collectively, the “Junior Stock”) of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Junior Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all declared dividends on the Series D Preferred Stock have been paid or set apart for payment to the holders of Series D Preferred Stock. The right to receive dividends on shares of Series D Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series D Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.
Series D Preferred Stock. Each share of Series D Preferred ------------------------ Stock of the Company, par value $1.00 per share, ("Series D Preferred") issued and outstanding immediately prior to the Effective Time (other than any shares of Series D 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 $6.00 (the "Series D Preference Amount") plus the Per Share Amount, by (B) the Average Closing Price upon surrender of the certificate representing such share of Series D Preferred in the manner provided in Section 1.8.
Series D Preferred Stock. The term "Series D Preferred Stock" shall mean the Series D Cumulative Convertible Preferred Stock, par value $1 per share, of Issuer containing the terms and provisions set forth in the Certificate of Designation attached hereto as Exhibit A.
Series D Preferred Stock. The term "Series D Preferred Stock" shall mean preferred stock of the Company having the following preferences, designations, rights, and limitations:
Series D Preferred Stock. The Company and one or more Designated Entities, may, but are not required to, hereafter enter into agreements for the issuance of stock of the Company in exchange for a contribution of rights-of-way rights from such Designated Entities. In the event that the Company and such Designated Entities enter into such agreement, Colonial and the Company hereby agree that, between the date of this Option Agreement and the Expiration Date, unless the parties otherwise agree, (a) the type of stock delivered to such Designated Entity shall be Series D Preferred Stock, (b) the purchase price per share for such Series D Preferred Stock shall be $21.97, and (c) the Company and the Designated Entity shall execute and deliver a written agreement pursuant to which the Designated Entity shall become a party to and bound by the terms of the Stockholders Agreement such that such Designated Entity shall have the rights and benefits of a "Stockholder" as such is defined in the Stockholders Agreement.
Series D Preferred Stock. For the purposes of this Article V.B only, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:
Series D Preferred Stock. Section 1.1 of the Partnership ------------------------ Agreement is hereby amended to include the following definitions of "Series D Preferred Stock" and "Series D Preferred Units" which are hereby inserted after the definition of "Series C Preferred Units" and before the definition of "Stock Incentive Plans":
