Series D Stock Sample Clauses

Series D Stock. Each replacement certificate for Series D Stock now owned by each and every Member or any subsequent transferees, successors and assigns of each and every Member shall bear the following legends upon its face: "The ownership, transfer, encumbrance, pledge, assignment, or other disposition of this certificate and the shares of stock represented thereby, are subject to the restrictions contained in a Shareholders' Agreement, a copy of which is on file at the office of NMC." "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "1933 Act") and may not be sold, offered for sale, pledged or hypothecated in the absence of (i) an effective registration statement as to the securities under the 1933 Act and an effective registration or qualification of such securities for sale under applicable state securities law; or (ii) an opinion of counsel satisfactory to the corporation that such registration and qualification is not required." "The conversion terms contained in the Certificate of Designation for the Series D Convertible Preferred Shares are subject to a contract between all of the holders of such shares and National Media Corporation (the "Company") dated August 10, 1998 (the "Agreement") which provides that the conversion price shall be $1.073125, subject to adjustment and termination under certain circumstances. Each person who acquires an interest in the shares represented by this Certificate takes subject to this modification and is required by the Agreement to have each certificate for Shares marked with this legend, and each such person may inspect the relevant portion of the Agreement at the office of the Company."
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Series D Stock. Automatic Conversion Issue Taxes Second Payment Third Payment Valuation of Shares of Series D Stock Automatic Conversion of Second and Third Payment Shares Cash Alternative Option for Ordinary Shareholders Cash Alternative Payments to Non-Exempt Sellers Escrow Closing Date. Buyer’s Ancillary Agreements. Sellers’ Ancillary Agreements.
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Series D Stock. The value of the Series D Stock for purposes of calculating the number of shares of Series D Stock to be issued to the Founders and the Institutional Shareholders pursuant to Section 1.3.2 and 1.3.3, above, shall equal the average closing price of Buyer’s common stock on the American Stock Exchange (the “AMEX”) during the thirty (30) trading day period immediately preceding this Agreement’s Date or the Company’s stock exchange announcement of this transaction (whichever comes first). The Series D Stock shall have such rights and preferences as set forth in the Certificate of Designations of Rights and Preferences of the Series D Preferred Stock attached hereto as Exhibit 1.3.4 and incorporated herein by this reference (the “Certificate of Designations”).
Sample 1
Series D Stock. Each issued and outstanding share of Series D Preferred Stock, $0.00001 par value per share, of the Company (“Series D Stock”) shall convert to the right to receive (i) an initial amount of cash equal to the product of (x) the Closing Merger Consideration times (y) the Series D Allocation Percentage divided by the total number of outstanding shares of Series D Stock; (ii) subject to the satisfaction of the First Contingent Merger Consideration Condition, an amount of cash equal to the product of (x) the First Contingent Merger Consideration times (y) the Series D Allocation Percentage divided by the total number of outstanding shares of Series D Stock; (iii) subject to the satisfaction of the Second Contingent Merger Consideration Condition, an amount of cash equal to the product of (x) the Second Contingent Merger Consideration times (y) the Series D Allocation Percentage divided by the total number of outstanding shares of Series D Stock; and (iv) with respect to any portion of the Holder Escrow Amount released to Company Holders from the Escrow Fund, an amount of cash equal to the product of (x) the aggregate amounts of such release from the Escrow Fund times (y) the Series D Allocation Percentage divided by the total number of outstanding shares of Series D Stock.
Sample 1
Series D Stock. The shares of Series D Stock to be issued to the -------------- Shareholders as contemplated hereunder are duly authorized, and when issued pursuant to the terms of this Agreement, will be validly issued, fully paid, non-assessable and not subject to any preemptive rights and the shares of Common Stock of PETsMART issuable upon conversion of such shares of Series D Stock, when issued pursuant to the terms thereof, will be validly issued, fully paid, non-assessable and issued free of any preemptive rights. PETsMART will reserve a sufficient number of shares of its Common Stock for issuance upon conversion of shares of Series D Stock.
Sample 1

Related to Series D Stock

  • 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 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

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

  • Purchase and Sale of Preferred Stock 1.1 Sale and Issuance of Series B Preferred Stock. ---------------------------------------------

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