Company Preferred Stock Sample Clauses

Company Preferred Stock. “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

Company Preferred Stock. “Company Preferred Stock” shall mean the Company’s preferred stock, including the Company Series A Preferred Stock, the Company Series B Preferred Stock and the Company Series C Preferred Stock.

Company Preferred Stock. 2.1(a) Company Properties...................................................................................3.11(a) Company Requisite Vote...............................................................................3.3(b) Company SEC Reports..................................................................................3.4 -iv-

Company Preferred Stock. Section 3.03

Company Preferred Stock. Subject to the other provisions of this Section 2.1, each share of preferred stock, par value $.01 per share, of the Company ("Preferred Stock"), issued and outstanding immediately prior to the Effective Time (excluding any shares described in Sections 2.1(c) and (d)), shall be converted into the right to receive the number of fully paid and nonassessable Acquiror Shares equal to the Exchange Ratio multiplied by the number of shares of Common Stock into which such share of Preferred Stock was convertible immediately prior to the Effective Time. The Company's Series A 8% Cumulative Redeemable Preferred Stock ("Series A Preferred Stock"), Series B 8% Cumulative Redeemable Preferred Stock ("Series B Preferred Stock") and Series C 6% Cumulative Redeemable Preferred Stock ("Series C Preferred Stock"), shall be referred to herein collectively as the "Preferred Stock." The Exchange Ratio multiplied by the number of Acquiror Shares into which a share of each series of the Company's Preferred Stock shall be converted in the Merger shall be referred to herein collectively as the "Per Share Amounts" and individually as a "Per Share Amount." The Common Stock and Preferred Stock shall be referred to herein collectively as the "Capital Stock." All such shares of Preferred Stock shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such shares shall thereafter represent only the right to receive the Merger Consideration as described below. The holders of certificates previously evidencing such shares of Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Preferred Stock, except as otherwise provided herein or by law. Each such certificate previously evidencing such shares of Preferred Stock shall be exchanged for the applicable Per Share Amount multiplied by the number of shares previously evidenced by the canceled certificate upon the surrender of such certificate in accordance with the provisions of Section 2.3, without interest.

Company Preferred Stock. Section 2.2(a) ................ 7

Company Preferred Stock. (i) Each share of preferred stock, $.01 par value per share, of the Company (the "Company Preferred Stock"), issued and outstanding immediately prior to the Effective Time (other than any shares of Company Preferred Stock to be canceled pursuant to Section 2.01(c)), shall be converted into the right to receive from the Acquiror: (i) a number of shares of XM Class A Stock equal to 9 million divided by the number of outstanding shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time and (ii) any cash dividends or other distributions declared or made between the date of this Merger Agreement and the Effective Time with respect to the shares of XM Class A Stock referred to in clause (A)(i); (B) an amount of cash equal to (x) the sum of the following amounts (the "Guaranteed Amount"): (i) the principal amount, if any, of each of the Tranche B Term Loans and the Tranche C Term Loans (as such terms are defined in the Term Credit Agreement) under the Term Credit Agreement outstanding immediately prior to the Effective Time minus (ii) the Term Loan Reduction Amount plus (iii) the aggregate amount, if any, of each of the Tranche B Commitments and the Tranche C Commitments (as such terms are defined in the Revolving Credit Agreement, and, in each case, whether utilized or unutilized) under the Revolving Credit Agreement outstanding immediately prior to the Effective Time minus (iv) the Revolving Loan Reduction Amount, divided by (y) the number of outstanding shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time; and (C) if required by the next sentence, a Discrepancy Note (the consideration described in clauses (A), (B) and (C), collectively, the "Preferred Stock Merger Consideration" and together with the Common Stock Merger Consideration, the "Merger Consideration"). In the event that (i) the product of (x) the XM Share Price as of the Closing Date and (y) 9 million plus (ii) the value of cash dividends and other distributions received, if any, pursuant to clause (A)(ii) above plus (iii) the Guaranteed Amount (the "Original Consideration Value") is less than $115 million, then each share of Company Preferred Stock shall be entitled to receive (in addition to the consideration set forth in (A) and (B) above), a promissory note (the "Discrepancy Note") in substantially the form to be attached to the Discrepancy Note Agreement as Exhibit A thereto in the principal amount (rounded up or...

Company Preferred Stock. 3.2(a) Company SEC Documents...................................................3.5

Company Preferred Stock ss. 3.03(a) Company Stock Option..................................... ss. 2.04(a) Company Stock Option Plans............................... ss. 2.04(a) Company Stockholders' Meeting............................ ss. 6.02 Company Termination Fee.................................. ss. 8.03(d)(iii) Company Waiver Request................................... ss. 6.08(d) Confidentiality Agreement................................ ss. 6.03(b) Contract................................................. ss. 3.05(a) Credit Agreement......................................... ss. 3.03(c) Debt Financing........................................... ss. 4.08

Company Preferred Stock. Shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time shall be exchanged for the right to receive, pari passu with the shares of Company Common Stock outstanding immediately prior to the Effective Time, a pro-rata portion of a total of 1,820,000 shares of Parent Common Stock.