Series I Preferred Stock. The Certificate of Designation of Series I Preferred Stock shall be on substantially the same terms as the Company's Series G Preferred Stock, except that: (a) the conversion price of the Series I Preferred Stock shall be $4.00 per share; (b) if the Company consummates an equity financing of at least $1,000,000 with any third party (a "Qualified Equity Financing") at any time on or before December 31, 1999, and the securities issued by the Company in connection therewith are convertible into voting common stock at a conversion price of less than $4.00 per share, the conversion price of the Series I Preferred Stock shall be reset to such lower conversion price; (c) if the Company does not consummate a Qualified Equity Financing at any time on or before December 31, 1999, the $4.00 conversion price shall automatically be reset to not less than the greater of $1.00 or one-half of the average closing bid price of the Company's common stock on the Nasdaq SmallCap Market during the last twenty (20) consecutive trading days of 1999; and (d) the Company shall have the right to cause a mandatory conversion of the Series I preferred Stock into shares of the Company's voting common stock if the closing bid price of the Company's common stock on the Nasdaq SmallCap Market is at least $10.00 per share for a period of at least ninety (90) consecutive trading days.
Series I Preferred Stock. The Series I Preferred Stock shall be convertible into a number of Underlying Shares equal to 0.503% of the Fastcom Value.
Series I Preferred Stock. (i) The shares of Series I Preferred Stock purchased by the Purchaser hereunder will have the terms and provisions set forth in the Certificate of Designations.
Series I Preferred Stock. The Company has designated 500,000,000 shares of preferred stock as Series I Preferred Stock (“Series I”), with a par value of $0.001 per share, of which 193,894,167 shares were issued and outstanding as of Closing Date. Series I is awarded “Voting Right” at the ratio of 5 votes per share owned. Each one share of Series I converts to 2 shares of Common Stock.
Series I Preferred Stock. The Company granted registration rights to the Breckenridge Fund, LLC ("Breckenridge"), in connection with the resale of shares of the Company's common stock issuable upon conversion of the Company's Series I 8% Convertible Preferred Stock. Also included in the transaction were an aggregate of 2,414,596 additional shares granted to Breckenridge or its designees, and warrants to purchase up to 965,839 shares of the Company's common stock. The Company filed a registration statement (SEC File No. 333-113290) on March 4, 2004, which was declared effective by the Commission on November 12, 2004. That registration statement registered the resale of up to 23,500,000 shares by Breckenridge. The Company filed another registration statement on May 19, 2005. That registration statement registered the resale of up to 30,000,000 shares by Breckenridge.
Series I Preferred Stock. (i) As long as any Series I Preferred Stock is outstanding, no shares of any Parity Securities may be purchased, redeemed or otherwise acquired by the Company or any of its subsidiaries (except with shares of, or warrants, rights or options exercisable for or convertible into shares of, Junior Securities and cash in lieu of fractional shares of such Junior Securities in connection therewith) unless the Series I Preferred Stock and such Parity Securities are purchased, redeemed or otherwise acquired pro rata so that the Fair Market Value of the consideration applied to the purchase, redemption or other acquisition of each share of Series I Preferred Stock and each other share of such Parity Securities will in all cases bear to each other the same ratio that the then effective Liquidation Preference per share of outstanding Series I Preferred Stock and the liquidation preference per share of such other outstanding shares of Parity Securities bear to each other.
Series I Preferred Stock. (i) increase the number of shares of authorized Series I Preferred Stock or Series H Preferred Stock or issue any additional shares of Series I Preferred Stock or Series H Preferred Stock, other than as contemplated by the terms of the Series I Preferred Stock or the Series H Preferred Stock;
Series I Preferred Stock. (d) Subject to the provisions of Section 6(f)(vii), the person in whose name the certificate or certificates for Non-Voting Common Stock are to be issued shall be deemed to have become a holder of record of such Non-Voting Common Stock immediately prior to the close of business on the date of conversion. Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Series I Preferred Stock surrendered for conversion, the Company shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Company, a new certificate covering the number of shares of Series I Preferred Stock representing the unconverted portion of the certificate so surrendered.
Series I Preferred Stock. (b) For the purposes of this Xxxxxxx 0, xxxx of the following shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Company:
Series I Preferred Stock. In Witness Whereof, the Company has caused this Certificate of Designation to be signed and acknowledged by , and its corporate seal to be hereunto affixed and attested by , this the day of [ ], 1999. Genesis Health Ventures, Inc. By:________________________________ Name: Title: [CORPORATE SEAL] Attest: By:______________________________ Name: Title: Exhibit D Series A Warrant Certificate NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AND IS SUBJECT TO CERTAIN RESTRICTIONS AS SET FORTH IN THE RESTRUCTURING AGREEMENT DATED AS OF ____________, 1999, AMONG THE CYPRESS GROUP L.L.C., TPG PARTNERS II, L.P., NAZEM, INC. AND GENESIS HEALTH VENTURES, INC. (THE "COMPANY"), THE TERMS OF WHICH ARE INCORPORATED HEREIN BY REFERENCE AND A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY.
