Series AA-2 Preferred Stock definition

Series AA-2 Preferred Stock means, unless otherwise stated herein, One Thousand Five Hundred (1,500) shares of Series AA-2 Preferred Stock, which were authorized pursuant to a Certificate of Designation of Preferences, Rights and Limitations which was filed with the Delaware Secretary of State on April 20, 2023.

Series AA-2 Preferred Stock means the Series AA-2 Preferred Stock, par value $0.01 per share, of the Company.

Examples of Series AA-2 Preferred Stock in a sentence

• On October 7, 2022, we amended our Dealer Manager Agreement dated February 18, 2022 with InspereX LLC to add the 6.50% Series AA2 Preferred Stock (“Series AA2 Preferred Stock”) and the 6.50% Series MM2 Preferred Stock (“Series MM2 Preferred Stock”), each par value $0.001 per share, and each with a liquidation preference of $25.00 per share, to our offering of up to 10,000,000 shares of preferred stock.

• The limitations contained in this Section 6(e) shall apply to a successor holder of Series AA-2 Preferred Stock.

• The Series AA-2 Preferred Stock shall, with respect to distributions of assets and rights upon the occurrence of any voluntary or involuntary liquidation, dissolution or winding-up of the Company (“ Liquidation”) or Deemed Liquidation Event, rank: (i) junior to the Senior Securities, if any (ii) pari passu with the Parity Securities, if any and (iii) senior to the Junior Securities.

• Provided however, the Company shall not issue any shares of common stock below the Conversion Price Floor without the consent of the Holders of a majority of the outstanding Series AA-2 Preferred Stock voting as a separate class.

• To effect conversions of shares of Series AA-2 Preferred Stock, a Holder shall not be required to surrender any Certificated Series AA-2 Preferred Stock to the Company unless all of the shares of Series AA-2 Preferred Stock represented by any such certificate are so converted, in which case such Holder shall deliver the Certificated Series AA-2 Preferred Stock promptly following the Optional Conversion Date.

• For example, if a Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted conversion of shares of Series AA-2 Preferred Stock with respect to which the actual sale price of the Conversion Shares (including any brokerage commissions) giving rise to such purchase obligation was a total of $10,000 under clause (A) of the immediately preceding sentence, the Company shall be required to pay such Holder $1,000.

• The Company shall (A) deliver (or cause to be delivered) to the converting Holder who has converted less than all of such Holder’s Certificated Series AA-2 Preferred Stock (1) a certificate or certificates, of like tenor, for the number of shares of Series AA-2 Preferred Stock evidenced by any surrendered certificate or certificates less the number of shares of Series AA-2 Preferred Stock converted.

• The limitations contained in this paragraph shall apply to a successor holder of the Series AA-2 Preferred Stock.

• If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holders shall be given the same choice as to the Alternate Consideration they receive upon any conversion of the Series AA-2 Preferred Stock following such Fundamental Transaction.

• If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Series AA-2 Preferred Stock (taking into account the adjustments and restrictions of Section 7), and payment of the PIK Shares, the Company shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes.