Examples of Series B Articles Supplementary in a sentence
Here, the Circuit Court correctly held as a matter of law that Bear Stearns, while an “advisor” to Impac in the formulation of the offering documents, was not a party to the Series B Articles Supplementary and that the shareholders to whom those Articles granted voting rights were Impac’s “counterparties” as to that provision.
The court also noted that another section of the Series B Articles Supplementary, which pertained to the election of two directors in the event that Impac failed to pay dividends for six or more quarters, merely provided that Series B would vote “separately as a class with all series of Parity Preferred,” without requiring “the affirmative vote or consent of at least two-thirds of the [outstanding Series B] shares.” 2013 WL 605867 at *9-10.
The key question is whether the Voting Provision required Impac to obtain the approval of holders of two-thirds of the shares of Series B, counted separately from the approval of holders of Series C shares, in order to amend the Series B Articles Supplementary.
The Series B Articles Supplementary are also material to Impac’s assertion that the underwriters were parties to the amendment of Impac’s charter, and there is no dispute as to the language of that document, either.
It rejected Impac’s argument that Bear Stearns should be deemed both a party to the Series B Articles Supplementary and the drafter, that the shareholders stood in the shoes of Bear Stearns, and that the Voting Provision should therefore be construed against shareholders like Mr. Timm and Camac.