Series D Preferred Stock Sample Clauses

Series D Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series D Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, after and subject to payment in full of all amounts required to be distributed to the holders of Series E Preferred Stock, Series F Preferred Stock and any other class or series of stock of the Corporation ranking on liquidation prior and in preference to the Series A, B and D Preferred Stock (such Series E Preferred Stock, Series F Preferred and other stock being collectively referred to as "Senior to D Preferred Stock") but before any payment shall be made to the holders of Series A and B Preferred Stock, Common Stock or any other class or series of stock ranking on liquidation junior to the Series D Preferred Stock (such Series A and Series B Preferred Stock, Common Stock and other stock being collectively referred to as "Junior to D Stock") by reason of their ownership thereof, an amount equal to the greater of (A) $6.00 for each share of Series D Preferred Stock then held by them (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) or (B) that amount which they would have received had they converted each share of Series D Preferred Stock held by them on the date of such liquidation, dissolution, or winding up into Common Stock on such date. If upon any such liquidation, dissolution or winding up of the Corporation the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series D Preferred Stock the full amount to which they shall be entitled, the holders of shares of Series D Preferred Stock and any class or series of stock ranking on liquidation on a parity with the Series D Preferred Stock shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

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 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 Buyer irrevocably agrees to purchase up to $4,800,000, and the Company irrevocably agrees to sell the Buyer up to $2,400,000 of Series D Preferred Stock (the "Series D Preferred Stock") in a series of tranches, commencing thirty (30) days after the Effective Date of the Registration Statement contemplated by the Registration Rights Agreement attached hereto as ANNEX IV (the "Effective Date"). Buyer's obligation to purchase the Series D Preferred Stock on each Additional Closing Date (which shall occur not less than thirty (30 ) calendar days apart), shall be contingent upon the satisfaction of the following conditions: (a) The Company shall give the Buyer five (5) days prior written notice; (b) The Series D Preferred Stock issued in each tranche shall be not less than $200,000 nor in excess of $400,000 principal amount; (c) On each Additional Closing Date; (i) the Registration Statement required to be filed under the Registration Rights Agreement, is effective; (ii) The representations and warranties contained in Section 3 shall be true and correct in all material respects; (iii) The average daily trading volume for the previous thirty (30) trading days must exceed $100,000; (iv) The average daily share price of the common stock for the ten trading days prior thereto, must exceed 60% of the price per share on the Closing Date of the Series C Preferred Stock, or on the immediately preceding Additional Closing Date as applicable; and (d) In the event that (x) the Company does not exercise its option to require the Buyer to purchase at least $2,400,000 of Series D Preferred Stock, or (y) the Buyer does not purchase at least $2,400,000 of Series D Preferred Stock because (A) the Buyer in its discretion, refuses to purchase such amount because of the failure to satisfy the conditions set forth in Paragraph 4i(c)(iii) or Paragraph 4i(c)(iv) hereof, or (B) the Buyer's obligation to purchase is suspended under Paragraph 4g(i)(a), the Company will, not later than thirteen (13) months after the Effective Date issue to the Buyer an additional 300,000 Warrants upon the terms and conditions of Paragraph 4(h) hereof. (e) Notwithstanding anything to the contrary contained herein, in the event the Buyer does not purchase a tranche, or at least $200,000 of a tranche, of Series D Preferred Stock because the conditions preceded in Paragraph 4(i)(c)(iii) or (c)(iv) have not been met, the Company may offer to sell a tranche not exceeding $400,000 of such Series D Preferred...

Series D Preferred Stock. The holders of the Series D Preferred Stock shall be entitled to receive, when, as and if declared by the board of directors, out of any funds legally available therefor, noncumulative dividends at the rate per share of Series D Preferred Stock of $0.336 per annum (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to such shares) (the “Series D Preferred Annual Dividend”). So long as the Series D Preferred Stock shall be outstanding, no dividend shall be paid on the Common Stock, the Series A Preferred Stock, the Series B Preferred Stock or the Series C Preferred Stock in any year, other than dividends payable solely in capital stock, until the Series D Preferred Annual Dividend has been paid in full, except that dividends may be declared and paid on the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock pro rata with any dividends simultaneously declared and paid on Series D Preferred Stock.

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. 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. Immediately prior to the Acceptance Time, the Company shall redeem all of the Company Series D Preferred Stock in accordance with Section 8 of the Company’s Certificate of Designation of the Series D Preferred Stock.