Series B Preferred Stock Sample Clauses

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

Series B Preferred Stock. Subject to the rights, preferences, powers, privileges and restrictions, qualifications and limitations of the Series C Preferred Stock as set forth in Section 3.9 hereof: 3.8.1. The Corporation shall have authority to issue four million (4,000,000) shares of Series B Convertible Cumulative Preferred Stock. Such stock shall be referred to as “Series B Preferred Stock.” Each share of Series B Preferred Stock shall be entitled to vote share for share with Common Stock, except that any proposed amendment to these Articles of Incorporation which affects the designation, preferences, limitations and relative rights of the Series B Preferred Stock or as otherwise provided by law, must be approved by the holders of a majority of the Series B Preferred Stock. Each share of Series B Preferred Stock shall be convertible, at any time upon written notice of the Corporation by the holder thereof, into one (1) share of fully paid and nonassessable (except to the extent provided in Section 180.0622 of the Wisconsin Statutes) Common Stock. Immediately prior to a Qualifying Public Offering (as defined in Section 3.9.5), each outstanding share of Series B Preferred Stock shall automatically convert into one share of Common Stock and such shares may not be reissued by the Corporation. At any time, at the closing of the Corporations’ public registered offering of a class of Common Stock under the Securities Act of 1933, as amended, each outstanding share of Series B Preferred Stock shall automatically convert into one (1) share of Common Stock, and such shares may not be reissued by the Corporation. 3.8.2. In the event of any voluntary liquidation or winding up of the Corporation, the holders of the Series B Preferred Stock shall be entitled to receive out of the net assets of the Corporation the price at which such shares were issued (subject to appropriate adjustment for stock splits, stock dividends, combinations and similar recapitalizations affecting such shares), plus an amount, if any, of all cumulative dividends unpaid to the date of such liquidation, before distribution to the holders of Common Stock, and shall not participate in any further distribution of the net assets of the Corporation. In the event that the net assets are not adequate to fully pay the amount payable to the holders of the Series B Preferred Stock hereunder, the amounts distributable to the holders of the Series B Preferred Stock shall be distributed among the holders thereof pro rata based on th...

Series B Preferred Stock. A description of the Series B Preferred Stock and a statement of its preferences, voting powers, qualifications and special or relative rights or privileges is as follows:

Series B Preferred Stock. The Company has, or before the Series A Closing Date (as that term is hereinafter defined) will have, authorized the sale and issuance of up to 6,350,000 shares of its Series B Preferred Stock ("Series B Preferred" or, as described in Section 1.1(a) above, the "Shares") and up to 6,350,000 shares of Common Stock issuable upon conversion of the Series B Preferred pursuant to the Restated Articles. The Series B Preferred shall be sold for a purchase price of $0.40 per share.

Series B Preferred Stock. 3.1(b) Series B Preferred Stock Merger Consideration...........................3.1(b) Series C Preferred Stock................................................3.1(c) Series C Preferred Stock Merger Consideration...........................3.1(c) Series D Preferred Stock................................................3.1(d) Series D Preferred Stock Merger Consideration...........................3.1(d) Shareholder...........................................................

Series B Preferred Stock. (a) Subject to the terms and conditions ------------------------ of this Agreement, the Company agrees to issue and sell to each Purchaser named below, and such Purchaser agrees to purchase from the Company, on the Series B and Convertible Notes Closing Date, at an aggregate price of $5,000,000, the number of shares of Series B Preferred Stock set forth opposite such Purchaser's name below: Name and Address of Purchaser Number of Shares ---------------- ---------------- Cypress Ventures, Inc. 57,500 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000

Series B Preferred Stock. If this corporation shall issue, after the date upon which any shares of Series B Preferred Stock were first issued (the “Purchase Date”), any Additional Stock (as defined below) without consideration or for consideration per share less than the Conversion Price for the Series B Preferred Stock in effect immediately prior to the issuance of such Additional Stock (in each case, the “Series B New Price”), the Conversion Price for Series B Preferred Stock in effect immediately prior to each such issuance shall forthwith be adjusted to the Series B New Price.

Series B Preferred Stock. Within two business days before the Expiration Date of the Offer, each Stockholder agrees to cause the conversion of all of the shares of Series B Preferred Stock of the Company beneficially owned by such Stockholder into shares of Company Common Stock in accordance with the Company's certificate of incorporation so long as after giving effect to such conversion and subsequent tender of such Company Common Stock pursuant to Section 1.01 hereof, the Minimum Condition shall have been or would be satisfied.

Series B Preferred Stock. TMI will create a series of preferred ------------------------- stock entitled TMI Holdings, Inc. Series B Convertible Preferred Stock, with 500,000 shares authorized and the rights and preferences as outlined in the Certificate of Designation attached hereto as Exhibit D. TMI will timely file all documentation to effectuate the creation and issuance of the TMI Shares.

Series B Preferred Stock. Each share of Series B Preferred ------------------------ Stock of the Company, par value $1.00 per share, ("Series B Preferred") issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred to be canceled pursuant to Section 1.6(e) and any Dissenting Shares (as defined and to the extent provided in Section 1.7(a)) will be canceled and extinguished and be converted automatically into the right to receive that number of shares of Parent Common Stock equal to the quotient computed by dividing (A) the sum of $1.25 (the "Series B Preference Amount") plus the Per Share Amount, by (B) the Average Closing Price upon surrender of the certificate representing such share of Series B Preferred in the manner provided in Section 1.8.