Class A Preferred Shares Sample Clauses

Class A Preferred Shares. The Purchaser and the Parent covenant and agree that on or before Closing, they shall obtain all necessary approvals and take all such necessary steps as may be required to amend the Purchaser's Articles of Incorporation to create the Class A Preferred Shares containing the provisions described in paragraph 1.1(d) of this Agreement and otherwise consistent with the provisions of this Agreement.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Class A Preferred Shares. There are no Class A Preferred Shares outstanding other than the 1,431 shares of the Class A Preferred Shares that are authorized by the Certificate, and all such Class A Preferred Shares (other than Class A Preferred Shares that have become Purchased Securities (as defined in the Repo Agreement)) are owned by IDTI and no other Person has any right or interest therein (including any security interest or any right or power to direct the voting of such Class A Preferred Shares).
Sample 1
Class A Preferred Shares. The Primary Agents and the Lead Arrangers shall have received a true and correct copy of each document delivered or executed in connection with respect to the issuance of the Class A Preferred Shares. The terms of the Class A Preferred Shares will provide that cash dividends shall not be payable thereon except as permitted under this Agreement Each such document and the Class A Preferred Shares shall be in form and substance satisfactory to the Primary Agents and the Lead Arrangers.
Sample 1
Class A Preferred Shares. The special rights and restrictions attached to the Class A Preferred shares are as follows:
Sample 1
Class A Preferred Shares. The Class A Preferred Shares shall have the rights, preferences and priority as set out in these Articles. In case of conflict between this Article[1]A and any other provisions of these Articles, the provisions of this Article [1]A shall prevail.
Sample 1
Class A Preferred Shares. Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "Current Per Share Market Price" of the Class A Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the Current Per Share Market Price of the Class A Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "Current Per Share Market Price" of the Class A Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the Current Per Share Market Price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Class A Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Class A Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Class A Preferred Shares, "Current Per Share Market Price" of the Class A Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "Current Per Share Market Price" of one one-hundredth of a Class A Preferred Share shall be equal to the "Current Per Share Market Price" of one Class A Preferred Share divided by 100.
Sample 1
Class A Preferred Shares a. Fortress hereby irrevocably waives, and such waiver shall be deemed to occur annually prior to any distribution or payment, its right to receive (i) the annual dividend of Common Shares equal to two and one half percent (2.5%) of the fully-diluted outstanding equity of the Company at the time of the dividend and (ii) any fees, payments, reimbursements or other distributions not covered by clause (i), in the case of each of clauses (i) and (ii), pursuant to the terms of the certificate of incorporation of the Company, as amended from time to time, for the period from the date hereof to the termination of Buyer’s rights under Section 4 of the Stockholders Agreement (the “Term”).
Sample 1
AutoNDA by SimpleDocs
Class A Preferred Shares. With respect to distributions with respect to the Shares, including the distribution of the assets of the Company upon dissolution, the Class A Preferred Shares shall be (i) junior to the Class B Preferred Shares, if any are issued and (ii) senior to all other classes and series of Shares of the Company, whether such classes and series are now existing or are created in the future, to the extent, in the case of distributions other than upon dissolution, of the aggregate Undistributed Preferred Return on such Shares and to the extent, in the case of distributions in dissolution, of the aggregate of the Liquidation Preferences of such Shares. (c)
Sample 1
Class A Preferred Shares 
Sample 1

Related to Class A Preferred Shares

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Class A Shares Shares of the Company’s $0.01 par value common stock that have been designated as Class A.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • Class B Common Stock 2 Closing........................................................................5

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.