Preferred Stock Sample Clauses

Preferred Stock. Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.
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Preferred Stock. The Board of Directors of the Corporation (the “Board”) is hereby expressly authorized to provide out of the unissued shares of the Preferred Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation (a “Preferred Stock Designation”) filed pursuant to the DGCL, and the Board is hereby expressly vested with the authority to the full extent provided by law, now or hereafter, to adopt any such resolution or resolutions.
Preferred Stock. A total of 5,000,000 authorized shares of Preferred Stock, no par value per share (the "Preferred Stock"), none of which are issued and outstanding.
Preferred Stock. A total of 15,000,000 authorized shares of Preferred Stock, $0.001 par value, 5,645,830 of which are designated Series A Preferred Stock and none of which are issued and outstanding and 4,861,111 of which are designated Series B Preferred Stock and none of which are issued outstanding.
Preferred Stock. The Preferred Stock may be issued at any time and from time to time in one or more series. Subject to the provisions of this Amended and Restated Certificate of Incorporation, the Board of Directors is hereby expressly authorized to fix from time to time by resolution or resolutions, the designation of any series of Preferred Stock (which may be distinguished by number, letter or title) and the number of shares of any series of Preferred Stock, and to determine the voting powers, designations, preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, of any such series, including, without limitation, to provide that any such series may be: (i) subject to redemption (including any sinking or purchase fund) at such time or times and at such price or prices or rate or rates, and with such adjustments; (ii) entitled to receive dividends (which may be cumulative or non-cumulative) at such rates, on such conditions, at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or any other series of stock; (iii) entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; (iv) convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock, at such price or prices or at such rate or rates of conversion or exchange and any adjustments thereto; or (v) entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary of the Corporation, upon the issue of any additional stock (including additional shares of such series or of any other class or series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of the Corporation of any outstanding stock of the Corporation; all as may be stated in such resolution or resolutions. Further, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any such series, the Board of Directors is authorized to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issuance of shares of that series. Shares of any seri...
Preferred Stock. At least forty five (45) days prior to any Transfer of Preferred Stock by any Stockholder (each a "Preferred Transferor") to any Person other than the Company or a Wholly Owned Subsidiary (other than pursuant to redemptions of Preferred Stock pursuant to the Certificate of Incorporation of the Company, a Permitted Transfer, a Special Foundation Transfer, a Special Foundation Transfer Without Consideration, a Public Sale or the Call), the Preferred Transferor shall deliver a written notice (the "Preferred Sale Notice") to the Company (and the Company shall promptly deliver the Preferred Sale Notice to the other holders of Preferred Stock), specifying in reasonable detail the number of shares of Preferred Stock to be Transferred, the proposed terms, and conditions of the proposed Transfer and the identity of the prospective transferee(s). Upon receipt of the Preferred Sale Notice, each of the other holders of Preferred Stock (the "Tag-along Preferred Stockholders") shall have a right (a "Preferred Tag-along Right") to participate in the contemplated Transfer by delivering written notice (the "Preferred Tag-along Notice") to the Preferred Transferor and the Company within 30 days after receipt by the Tag-along Preferred Stockholders of the Preferred Sale Notice. If any Tag-along Preferred Stockholder has elected to participate in such Transfer, the Preferred Transferor and each such electing Tag-along Preferred Stockholder shall be entitled to sell in the contemplated Transfer, at the same price per share and on the same terms, a number of shares of Preferred Stock equal to the product of (i) the percentage of Preferred Stock held by such Person and (ii) the number of shares of Preferred Stock to be sold in the contemplated Transfer. The Preferred Transferor shall use commercially reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Tag-along Preferred Stockholders in the contemplated Transfer, and no Preferred Transferor shall Transfer any shares of Preferred Stock to any prospective transferee(s) if such transferee(s) refuses to allow the full participation of the Tag-along Preferred Stockholders as set forth herein.
Preferred Stock. The term “Preferred Stock” shall mean, with respect to any Person, capital shares issued by such Person that are entitled to a preference or priority over any other capital shares issued by such Person upon any distribution of such Person’s assets, whether by dividend or upon liquidation.
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Preferred Stock. Each holder of Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which the shares of Preferred Stock held by such holder could be converted as of the record date. The holders of shares of the Preferred Stock shall be entitled to vote on all matters on which the Common Stock shall be entitled to vote. Holders of Preferred Stock shall be entitled to notice of any shareholders’ meeting in accordance with the Bylaws of the Corporation. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares into which shares of Preferred Stock held by each holder could be converted), shall be disregarded.
Preferred Stock. The Board of Directors may classify any unissued shares of Preferred Stock and reclassify any previously classified but unissued shares of Preferred Stock of any series from time to time, into one or more classes or series of stock.
Preferred Stock. Series A Preferred Stock” shall mean the Series A Preferred Stock, par value $0.001 per share, of the Company.
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