Series F Preferred Stock. The Board of Directors of the Corporation has heretofore designated 500,000 shares of the Preferred Stock as the Cumulative Participating Preferred Stock, Series F ("Series F Stock"). Such number may from time to time be decreased (but not below the number of shares of Series F Stock then outstanding) by the Board of Directors of the Corporation. In addition to any relative rights and preferences hereinabove granted, the relative rights and preferences of such series and the holders of the outstanding shares thereof are as set forth in paragraphs (D)(1) through (D)(5) of this Article.
Series F Preferred Stock. The Series F Preferred Stock has been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Series F Preferred Stock will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and, until the approval by the Company’s stockholders of the amendment to the Charter to cause the Series F Preferred Stock, the Company’s Series E Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share (the “Series E Preferred Stock”) and any other series of Serial Preferred Stock (as defined in the Charter) issued to the Investor to rank senior to the Series C Preferred Stock, and any subsequently issued series of Serial Preferred Stock (as defined in the Charter) that is not initially issued to the Investor, will rank pari passu with all other series or classes of the Company’s 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.
Series F Preferred Stock. The terms and provisions of the Series F Preferred Stock shall be as provided in the Certificate of Designation, Preferences, Rights and Limita tions of the Series F Preferred Stock in the form attached hereto as Exhibit H attached hereto, with such amendments thereto as shall be agreed upon by the parties hereto, and which shall be the form on file with the Secretary of State of Delaware and in effect at the Effective Time of the Merger (the "Series F Designation"), subject to amendment as therein provided. Of the shares of Series F Preferred Stock to be so issued as part of the Merger Consideration (as the same may be reallocated prior to the Closing as described in Section 3.1(c)), one-third (1/3) of such shares (rounded down to the nearest whole share) shall be issued as "Designated Preferred Stock" (within the meaning of the Series F Designation) and the remainder of such shares shall constitute Series F Preferred Stock which is not Designated Preferred Stock.
Series F Preferred Stock. From the date of this Agreement to the Closing Date: the Purchaser will not cause or permit any amendment or modification to the Series F Designation as in effect on the date of this Agreement and in the form delivered to the Shareholders pursuant to Section 6.1, nor shall the Purchaser issue to any person, other than to the Shareholders pursuant to this Agreement, any shares of Series F Preferred Stock, nor shall the Purchaser issue any shares of capital stock or take any action which would be prohibited under the provisions of, or would require the consent of the holders of, the Series F Preferred Stock, had the Series F Preferred Stock been issued and outstanding on the date hereof.
Series F Preferred Stock. Under the terms of the Restated Articles, upon any Liquidation (defined therein) and after payment in full of the Series C Preference Amount and the Series E Preference Amount, the holders of the Series F Preferred Shares are entitled to receive before any distribution shall be made to the holders of the Company’s Common Stock (or any class or series of junior stock of the Company) the sum of $100.00 for each Series F Preferred Share (as adjusted for any stock dividends, combinations, splits, recapitalizations and related transactions with respect to such shares) or an aggregate of $700,000.00.
Series F Preferred Stock. The Series F Preferred Stock purchased by Buyer hereunder will be acquired for investment only for Buyer’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof, and Buyer has no present intention of selling, granting any participation in, or otherwise distributing, the same.
Series F Preferred Stock. Each share of Series F Preferred Stock issued and outstanding immediately prior to the Effective Time, subject to Subsection 2.6(d), and excluding Dissenting Shares, will be cancelled and extinguished and be converted automatically into the right to receive (i) the Series F Per Share Upfront Merger Consideration and (ii) following the Release Date and subject to and in accordance with Article 9 and the Escrow Agreement, the Series F Per Share Escrow Consideration, if any.
Series F Preferred Stock. (i) In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of shares of Series F Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, after and subject to the payment in full of all amounts required to be distributed to the holders of any other class or series of stock of the Corporation ranking on liquidation prior and in preference to the Series F Preferred Stock (collectively referred to as "Senior to F Preferred Stock"), but before any payment shall be made to the holders of Series E Preferred Stock, Series D Preferred Stock, Series A and B Preferred Stock, Common Stock or any other class or series of stock ranking on liquidation junior to the Series F Preferred Stock (such Series E Preferred Stock, Series D Preferred Stock, Series A and B Preferred Stock, Common Stock and any other stock being collectively referred to as "Junior to F Stock") by reason of their ownership thereof, an amount equal to the greater of (A) $6.50 for each share of Series F Preferred Stock then held by them (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization affecting such shares) or (B) that amount which they would have received if they had converted each share of Series F Preferred Stock held by them on the date of such liquidation, dissolution or winding up into Common Stock on such date. If upon any such liquidation, dissolution or winding up of the Corporation the remaining assets of the Corporation available for distribution to its stockholders shall be insufficient to pay the holders of shares of Series F Preferred Stock, the full amount to which they shall be entitled, the holders of shares of Series F Preferred Stock and any class or series of stock ranking on liquidation on a parity with the Series F Preferred Stock shall share ratably in any distribution of the remaining assets and funds of the Corporation in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.
Series F Preferred Stock. Each shares of Company Series F ------------------------ Preferred Stock issued and outstanding shall automatically be cancelled and extinguished without any conversion thereof and without any further action on the part of SciQuest or Company.
Series F Preferred Stock. (i) The Company shall adopt and file with the Secretary of the Commonwealth of the Commonwealth of Massachusetts on or before the effectiveness hereof the Certificate of Designations in the form of Exhibit B hereto (the “Certificate of Designations”).
