Series E-1 definition
Examples of Series E-1 in a sentence
Immediately following receipt of the certificates representing the respective aggregate stated liquidation preference of NBCU Series B Preferred surrendered by NBC Palm Beach I pursuant to this Section 10.10, the Company shall cancel such certificates and issue to NBC Palm Beach I certificates representing such aggregate stated liquidation preference of Series E-1 Convertible Preferred and Series D Convertible Preferred, respectively, as shall be determined pursuant to the preceding sentence.
Subject to the terms and conditions hereof, the Company agrees to issue and sell to the Buyer, and the Buyer agrees to purchase from the Company, 7,500 shares of Series E-1 Preferred Stock (the "Shares") at a price of $100 per share (the "Investment") for an aggregate purchase price of $750,000 (the "Purchase Price").
This Section 4(g) shall not apply to (1) any obligations under the Stock Purchase Agreement or with respect to shares of Series E-1 Preferred Stock or Series E-2 Preferred Stock, (2) Investments (as defined in the Stock Purchase Agreement) in the Company or (3) Indebtedness (as defined in the Stock Purchase Agreement) identified on Schedule 4.19 to the Stock Purchase Agreement.
Other than as set forth in the foregoing sentences of this Section 3(e), the Series E-1 Preferred Stock and Series E-2 Preferred Stock shall be pari passu in all respects and neither one shall be considered to be a Junior Security to the other.
Each share of the Series E-1 Convertible Preferred is convertible at the option of the Holder thereof, at any time and from time to time, into (A) a number of Conversion Shares equal to the Issue Price of the shares of Series E-1 Convertible Preferred surrendered for conversion, divided by (B) the Conversion Price then in effect, except that if shares of Series E-1 Convertible Preferred are called for redemption the conversion right will terminate at the close of business on the Redemption Date.
The Series E-1 Convertible Preferred shall be converted by the holder thereof by surrendering the certificate or certificates representing the shares of Series E-1 Convertible Preferred to be converted, appropriately completed, to the transfer agent for the Common Stock.
The number of shares constituting such series shall be 4,500 and are referred to as the “Series E-1 Convertible Preferred.” The liquidation preference of the Series E-1 Convertible Preferred shall be $10,000.00 per share (the “Liquidation Preference”).
If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the Holders and to any holders of all other Parity Securities, then such assets shall be distributed among the Holders and any holders of such other Parity Securities ratably in accordance with the respective amounts that would be payable on such shares of Series E-1 Convertible Preferred and any such shares of other Parity Securities if all amounts payable thereon were paid in full.
Except as provided in the preceding sentence, Holders of Series E-1 Convertible Preferred shall not be entitled to any distribution in the event of any liquidation, dissolution or winding up of the affairs of the Corporation.
The Company will promptly provide each Senior Investor with true, complete and correct copies of any and all investment agreements and related documents (including, without limitation, any Side Letters) entered into by the Company and any party or parties in connection with the Company’s sale of Series E-1 Preferred Stock and/or Series E-2 Preferred Stock.