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. 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. 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 Preferred Stock, when issued by the Company, may be freely deposited by the Company with the Depositary against issuance of the Depositary Shares; the Preferred Stock has been duly authorized by the Company for issuance and deposit, and, when issued and deposited against issuance of the Depositary Shares, and upon the filing and effectiveness of the Certificate of Designation, will be validly issued, fully paid and non-assessable 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 Depositary Shares and deposit of the Preferred Stock against issuance of the Depositary Shares in accordance with this Agreement and the Deposit Agreement, the Underwriters will receive good, valid and marketable title to the Depositary 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 be subject to any preemptive or similar rights.
The Preferred Stock. The issuance of the Preferred Stock, and the issuance of the Company’s common stock, $0.01 par value per share (the “Common Stock”) upon conversion of the Preferred Stock, have been duly and validly authorized by the Company, and the Preferred Stock, when issued and delivered in accordance with this Agreement and the Deposit Agreement, and the Common Stock issuable upon conversion of the Preferred Stock, when issued upon conversion of the Preferred Stock in accordance with the terms of the Certificate of Designations, will have been duly and validly issued and will be fully paid and nonassessable, will not be subject to any statutory or contractual preemptive rights or other rights to subscribe for or purchase or acquire any shares of capital stock of the Company which have not been waived or complied with, and the Preferred Stock will conform in all material respects to the description thereof contained in the Registration Statement, Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same.
The Preferred Stock the Warrants and the Common Stock issuable upon exercise thereof are being acquired for the Purchaser's own account for the purpose of investment and not with a view to or for resale in connection with any distribution thereof.
The Preferred Stock. At each Closing, the Preferred Stock is or will be duly authorized and, when issued and paid for in accordance with this Agreement and the other Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens and will not be subject to preemptive or similar rights of stockholders. No vote of any class or series of capital stock of or any equity interests in the Company is necessary to approve the issuance of the Preferred Stock by the Company to the Investor.
The Preferred Stock. Subject to any other provision of this Certificate of Incorporation, 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 and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.