The Preferred Stock. Upon the terms and conditions contained herein, the Company agrees to sell and issue to each Purchaser, and each Purchaser severally agrees to purchase from the Company, at a purchase price with respect to each Purchaser designated on Schedule A annexed hereto, the number of shares of Preferred Stock and Warrants specified opposite such Purchaser's name on Schedule A annexed hereto.
The Preferred Stock and the Junior Preferred Stock shall have the right to vote, together with the Common Stock, as a single class, on all matters on which the Company's common stockholders are entitled to vote. For purposes of such voting, (a) each share of Preferred Stock shall have the number of votes equal to the number of shares of Common Stock then issuable upon conversion of such share of Preferred Stock (without regard to whether the Stockholder Approval has been obtained) and (b) each share of Junior Preferred Stock will have the number of votes that would otherwise be represented by the number of shares of Common Stock in lieu of whose issuance such share of Junior Preferred Stock is issued. For so long as any shares of Preferred Stock or Junior Preferred Stock are outstanding, the holders of Preferred Stock and Junior Preferred Stock, voting separately as a class, shall have the right to elect the number of directors of the Company that Apollo and Blackstone or their affiliates would be entitled to elect pursuant to the Second Amended and Restated Share Agreement (the "Stockholders' Agreement"), by and among the Company and the Investors. Such directors will be deemed to be the directors elected by Xxxxxx and Blackstone under the Stockholders' Agreement. The Preferred Stock and the Junior Preferred Stock shall each be entitled to vote as a separate class with respect to amendments to the Company's certificate of incorpora tion, by merger or otherwise, that adversely affect the rights of each such class of stock.
The Preferred Stock. The Preferred Stock, when issued by the Company, may be freely deposited by the Company with the Depositary against issuance of the Shares. The Preferred Stock has been duly authorized by the Company for issuance and deposit in accordance with the provisions of this Agreement and the Deposit Agreement, and, when issued and deposited against issuance of the Shares, and upon the filing and effectiveness of the Articles of Amendment, will be validly issued, fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Upon payment of the purchase price for the Shares and deposit of the Preferred Stock against issuance of the Shares in accordance with this Agreement and the Deposit Agreement, the Underwriters will receive good, valid and marketable title to the Shares, free and clear of any liens. No holder of the Preferred Stock will be subject to personal liability solely by reason of being such a holder; and the issuance of the Preferred Stock is not subject to any preemptive or similar rights.
The Preferred Stock. The Preferred Stock has the rights, limitations and preferences set forth on Annex I hereto. The shares of Preferred Stock issued and to be issued to UM hereunder, when issued in accordance with the terms hereof, shall constitute validly authorized, duly issued, fully paid and non-assessable shares of the capital stock of Cybex.
The Preferred Stock. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is expressly authorized, in the resolution or resolutions providing for the issuance of any wholly unissued series of Preferred Stock, to fix, state and express the powers, rights, designations and preferences, and the qualifications, limitations and restrictions thereof, of the shares of each such series, including without limitation: the rate of dividends upon which and the times at which dividends on shares of such series shall be payable and the preference, if any, which such dividends shall have relative to dividends on shares of any other class or classes or any other series of stock of the Corporation; whether such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which dividends on shares of such series shall be cumulative; the voting rights, if any, to be provided for shares of such series; the rights, if any, which the holders of shares of such series shall have in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation; the rights, if any, which the holders of shares of such series shall have to convert such shares into or exchange such shares for shares of stock of the Corporation, and the terms and conditions, including price and rate of exchange, of such conversion or exchange; the redemption rights (including sinking fund provisions), if any, for shares of such series; and such other powers, rights, designations and preferences, and the qualifications, limitations and restrictions thereof, with respect to the shares of such series, as the Board of Directors may desire to so fix. The Board of Directors is also expressly authorized to fix the number of shares constituting such series and to increase or decrease the number of shares of any series prior to the issuance of shares of that series and to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not to decrease such number below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.
The Preferred Stock. The Board of Directors is hereby expressly authorized, by resolution or resolutions to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock. Before any shares of any such series are issued, the Board of Directors shall fix, and hereby is expressly empowered to fix, by resolution or resolutions, the following provisions of the shares thereof:
The Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will be entitled to dividends at the same rate per share as dividends declared on the Company Common Stock and shall be entitled to payment of dividends to the extent dividends are declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive the per share amount paid in respect of a share of Company Common Stock. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right should approximate the economic value of one share of the Company Common Stock.
The Preferred Stock. The Preferred Stock which will constitute all or a part of the Purchase Consideration to be paid by LIFE to the Seller and ultimately the Managing Members has been designated by LIFE as its Class B Convertible Preferred Stock in authorized share amount of 4,500,000 shares. The Class B Convertible Preferred Stock in the hands of the holders thereof is entitled to one vote per share on all matters submitted to the shareholders of LIFE for vote, as are the outstanding shares of Class A Convertible Preferred Stock and Common Stock in the hands of the holders thereof. The holders of the outstanding Class B Convertible Preferred Stock are afforded a liquidation preference subject to the preference attributable to the holders of the outstanding Class A Convertible Preferred Stock as described in Section 10.1 above which requires that each holder of Class B Convertible Preferred Stock receive a liquidation distribution of $25 per share in any liquidation, winding up or dissolution of LIFE prior to any liquidation distributions being made to the holders of the outstanding Common Stock of LIFE. For a period of six months from the Closing Date, each share of Class B Convertible Preferred Stock may be converted into three shares of Common Stock. Commencing on the first day of the seventh month subsequent to the Closing Date through the last day of the twelfth month subsequent to the Closing Date, such conversion ratio is two shares of Common Stock for each share of Class B Convertible Preferred Stock and commencing on the first day of the thirteenth month subsequent to the Closing Date through the last day of the eighteenth month from the Closing Date, each share of Class B Convertible Preferred Stock may be converted into one share of Common Stock. Subsequent to such eighteenth month, the Class B Preferred Stock shall be mandatorily converted into Common Stock on such one-for-one basis. LIFE estimates that it will have outstanding approximately 3,100,000 shares of Preferred Stock upon the completion of anticipated asset sale-purchase transactions with the Seller and the several additional limited liability companies. LIFE anticipates having 200,000 shares of its Class A Convertible Preferred Stock outstanding on the Effective Date.
The Preferred Stock. The Company has authorized the issuance and sale to the Purchasers and others of the Company's Preferred Stock in the original principal amount of no more than $2,000,000. The Preferred Stock shall be substantially in the form set forth in Exhibit A hereto and is herein referred to as Preferred Stock, which term shall also include any Preferred Stock delivered in exchange or replacement therefor.
