Terms of Preferred Stock. The Preferred Stock shall have the rights preferences and privileges set forth in Exhibit A, and shall be incorporated into a Certificate of Designation (the "Certificate of Designation") to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in form and substance mutually agreed to by the parties.
Terms of Preferred Stock. Each Unit of Preferred Stock (consisting of one one-hundredth of a share of Preferred Stock) that is issuable upon exercise of the Rights after the Distribution Date and prior to the occurrence of a Triggering Event is intended to have approximately the same economic rights and voting power as a share of Common Stock, and the value of a Unit of Preferred Stock should approximate the value of one share of Common Stock. Each share of Preferred Stock will be entitled to dividend payments equal to 100 times the aggregate per share amount of all dividends (other than a dividend payable in Common Stock) declared per share of Common Stock. In the event of liquidation, the holders of shares of Preferred Stock will be entitled to the greater of (a) a minimum preferential liquidation payment of $100 per share, plus accrued dividends, or (b) 100 times the aggregate amount to be distributed per share of Common Stock. Each share of Preferred Stock will have 100 votes, voting together with, and on the same matters as, the Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other stock, securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 100 times the amount received per share of Common Stock. These rights are protected by customary anti-dilution provisions. Shares of Preferred Stock are not redeemable. Pursuant to the Rights Agreement, the Company reserves the right to require, prior to the occurrence of a Triggering Event, that upon any exercise of Rights a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.
Terms of Preferred Stock. The Preferred Stock shall have the rights preferences and privileges set forth in EXHIBIT A, and shall be incorporated into a Certificate of Designation (the "CERTIFICATE OF DESIGNATION") which shall be filed on or prior to the Closing Date by the Company with the Secretary of State of the State of Delaware, in form and substance mutually agreed to by the parties.
Terms of Preferred Stock. The Preferred Stock is convertible at any time or from time to time into Common Stock at the conversion price of $24 per share of Common Stock; provided, however, that the conversion price shall be reduced to $18.50 per share of Common Stock (the "Reduced Conversion Price") if the mergers contemplated by the Reorganization Agreement are not consummated and are terminated by reason of (i) a breach by Issuer of its covenants, agreements or obligations under the Reorganization Agreement or (ii) any representation or warranty of Issuer under the Reorganization Agreement being untrue in any material respect; provided, however, that conversion may not occur until any applicable waiting period under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976, as amended, relating to the transactions contemplated hereby shall have expired or been terminated. In the event that the conversion of the Preferred Stock into Common Stock occurs at the Reduced Conversion Price, the number of shares of Preferred Stock so converted shall not exceed that number of shares which may be converted into Common Stock in accordance with the regulations and rulings of the Federal Communications Commission ("FCC") and applicable law. In the event that, after giving effect to such conversion at the Reduced Conversion Price, there are shares of Preferred Stock remaining which could not be so converted (such remaining amount, the "Remaining Preferred Shares"), the Remaining Preferred Shares shall, at the option of Purchasers, either remain outstanding or be redeemed by Issuer through the issuance of indebtedness to the Purchasers. Such indebtedness shall be senior unsecured debt of Issuer, shall bear interest at an annual rate of 7%, and shall mature on September 30, 2006 (the "Maturity"). There shall be no payments of interest or principal on such debt until the Maturity. Such debt shall not contain any covenants (other than the obligation to repay in accordance with the terms thereof) and shall only be accelerated upon a bankruptcy or insolvency event of Issuer or upon acceleration of Issuer's high yield indebtedness. In the event that the Remaining Preferred Shares (or the indebtedness which was issued in order to redeem the Remaining Preferred Shares) can, in accordance with the regulations and rulings of the FCC and applicable law, be converted into Common Stock then the Purchasers may convert such Remaining Preferred Shares or indebtedness into Common Stock.
Terms of Preferred Stock. All of the Preferred Stock issued in the First Tranche, Second Tranche, Third Tranche, and Subsequent Tranche(s) will have identical terms. The Preferred Stock will have a term of three (3) years from the date of November 1, 1998 and will be convertible by OPLI into DVS common stock, at any time. Any shares of Preferred Stock not converted at the end of the three-year term will, at OPLI's option, probably be converted into shares of DVS common stock or with the mutual agreement of both OPLI and DVS; DVS will repurchase all or a portion of such outstanding Preferred Stock at a price equal to 125% of the original investment. DVS will file a registration statement for all common stock contemplated in this transaction within 60 days following the first conversion of the Preferred Stock into common stock to register the common stock for public resale by OPLI.
Terms of Preferred Stock. The Preferred Stock shall have the rights preferences and privileges set forth in EXHIBIT A, and shall be incorporated into the Articles of Amendment ("ARTICLES OF AMENDMENT") which shall be filed on or prior to the Closing Date by the Company with the Department of State of Florida, in form and substance mutually agreed to by the parties.
Terms of Preferred Stock. The Preferred Stock has all of the rights, preferences and privileges as set forth in the form of the Certificate of Designations attached as Appendix B to the Memorandum.
Terms of Preferred Stock. The preferred stock will rank junior to all other series of preferred stock which may be issued in the future with respect to payment of dividends and as to distributions of assets in liquidation. Each share of preferred stock will have a quarterly dividend rate per share. The preferred stock will not be redeemable. In the event of liquidation, the holders of the preferred stock will be entitled to receive a liquidation payment per share of $1.00 (plus accrued and unpaid dividends) or, if greater, an amount equal to 1,000 times the payment to be made per share of the Common Stock, subject adjustments. Generally, each share of preferred stock will vote together with the Common Stock and any other series of cumulative preferred stock entitled to vote in such manner and will be entitled to 1,000 votes, subject to adjustments. Because of the nature of the preferred stock's dividend, voting, liquidation and other rights, the value of the one one-thousandth of a share of preferred stock purchasable with each right is intended to approximate the value of one share the Common Stock.
Terms of Preferred Stock. The terms of the Series E Preferred Stock will be substantially the same as the terms of the Series D Preferred, except as noted herein. The Series A, B, C, D Preferred Stock together with the Series E Preferred Stock, when treated jointly are referred to herein as the "Preferred." The following are the principal terms of the Series E Preferred Stock:
Terms of Preferred Stock. The rights, privileges and preferences of the Preferred Stock shall be as stated in the Certificate of Designation for the Preferred Stock, the form of which is attached hereto as Exhibit A, as filed with the appropriate offices of --------- the State of Delaware.
