Surviving Corporation Series B Participating Preferred Stock definition

Surviving Corporation Series B Participating Preferred Stock means the Series B Participating Preferred Stock of the Surviving Corporation having the rights and preferences set forth in the Amended and Restated Articles of Incorporation.
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Examples of Surviving Corporation Series B Participating Preferred Stock in a sentence

  • Such Re-Investing Shareholder understands that the Surviving Corporation Series B Participating Preferred Stock will be characterized as “restricted securities” under the Securities Act.

  • Such Re-Investing Shareholder is acquiring the Surviving Corporation Series B Participating Preferred Stock solely for his or its own account for investment purposes and not with a view toward any distribution, except as permitted under applicable Securities Laws.

  • Such Re-Investing Shareholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Surviving Corporation Series B Participating Preferred Stock and of making an informed investment decision with respect thereto.

  • Clayton Perfall has been amended to provide that if the Merger is consummated, Mr. Perfall will receive 1.9 million shares of restricted Surviving Corporation Series B Participating Preferred Stock in lieu of any cash payment otherwise owed to him under the terms of such agreement.

  • Such Re-Investing Shareholder acknowledges that Purchaser and its advisors will rely on the representations and warranties of such Re-Investing Shareholder contained in this Section 6.3 for purposes of determining whether the issuance of the Surviving Corporation Series B Participating Preferred Stock is exempt from registration under the Securities Act and any other applicable Securities Laws.

  • Without in any way limiting the representations set forth above, such Re-Investing Shareholder further agrees not to make any disposition of all or any portion of the Surviving Corporation Series B Participating Preferred Stock unless and until: (i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or (ii) otherwise in compliance with the Shareholders’ Agreement.

  • Such Seller acknowledges and agrees that the certificates representing the Surviving Corporation Series B Participating Preferred Stock shall bear substantially the following legend: The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any other applicable securities laws in reliance upon various exemptions therefrom.

  • Each share of Purchaser Common Stock issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into .0625 shares of Surviving Corporation Common Stock and one (1) share of Surviving Corporation Series B Participating Preferred Stock.

  • Each of the Re-Investing Shareholders agrees to enter into a shareholders’ agreement with CGW (who together with the Re-Investing Shareholders will hold all of the outstanding shares of Surviving Corporation Series B Participating Preferred Stock) containing customary terms and conditions (the “Shareholders’ Agreement”).

  • Each of the Rollover Shares shall automatically be canceled and retired and shall cease to exist, and in exchange for such cancellation the Re-Investing Shareholders shall receive 1.5 shares of Surviving Corporation Series B Participating Preferred Stock (the “Stock Payment”) for each Rollover Share held by them.

Related to Surviving Corporation Series B Participating Preferred Stock

  • Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.

  • Company Series B Preferred Stock means the Series B Preferred Stock, par value $0.0001 per share, of the Company.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.0001 per share.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

  • Existing Preferred Stock means, collectively, the outstanding shares of the Series E 6% Convertible Preferred Stock of the Corporation.

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

  • Series B Preferred Stock means shares of the Company’s Series B Preferred Stock, par value $0.0001 per share.

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.

  • Series D Preferred Stock means shares of the Company’s Series D Preferred Stock, par value $0.001 per share.

  • Series C Preferred Stock means shares of the Company’s Series C Preferred Stock, par value $0.001 per share.

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • Series A Preferred Stock means shares of the Company’s Series A Preferred Stock, par value $0.0001 per share.

  • Series A-1 Preferred Stock means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share.

  • Voting Preferred Stock means, with regard to any matter as to which the holders of Series T are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series T) that rank equally with Series T either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Series E Preferred Stock means shares of the Company’s Series E Preferred Stock, par value $0.0001 per share.

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Series G Preferred Stock means the Corporation's Series G Convertible Preferred Stock, par value $0.004 per share.

  • Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Series A-2 Preferred Stock means shares of the Company’s Series A-2 Preferred Stock, par value $0.0001 per share.