Terms of Preferred Stock. The Preferred Stock shall have the rights preferences and privileges set forth in Exhibit A, and shall be incorporated into a Certificate of Designation (the "Certificate of Designation") to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in form and substance mutually agreed to by the parties.
Terms of Preferred Stock. Each Unit of Preferred Stock (consisting of one one-hundredth of a share of Preferred Stock) that is issuable upon exercise of the Rights after the Distribution Date and prior to the occurrence of a Triggering Event is intended to have approximately the same economic rights and voting power as a share of Common Stock, and the value of a Unit of Preferred Stock should approximate the value of one share of Common Stock. Each share of Preferred Stock will be entitled to dividend payments equal to 100 times the aggregate per share amount of all dividends (other than a dividend payable in Common Stock) declared per share of Common Stock. In the event of liquidation, the holders of shares of Preferred Stock will be entitled to the greater of (a) a minimum preferential liquidation payment of $100 per share, plus accrued dividends, or (b) 100 times the aggregate amount to be distributed per share of Common Stock. Each share of Preferred Stock will have 100 votes, voting together with, and on the same matters as, the Common Stock. In the event of any merger, consolidation or other transaction in which shares of Common Stock are exchanged for or changed into other stock, securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 100 times the amount received per share of Common Stock. These rights are protected by customary anti-dilution provisions. Shares of Preferred Stock are not redeemable. Pursuant to the Rights Agreement, the Company reserves the right to require, prior to the occurrence of a Triggering Event, that upon any exercise of Rights a number of Rights be exercised so that only whole shares of Preferred Stock will be issued.
Terms of Preferred Stock. The Preferred Stock shall have the rights, preferences and privileges set forth in EXHIBIT A, and shall be incorporated into a Certificate of Designation (the "CERTIFICATE OF DESIGNATION") to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in form and substance mutually agreed to by the parties.
Terms of Preferred Stock. We also bring to your attention that, pursuant to Section 6.O of the terms of the Series A Convertible Preferred Stock held by you, if ViaGrafix effects a Qualified Public Offering, then upon the closing of such offering all outstanding shares of the Series A Convertible Preferred Stock shall automatically convert into shares of common stock. Stockholders Agreement The Stockholders Agreement provides certain rights of first refusal and co-sale rights (Sections 2.1 and 2.2, respectively), in the event existing stockholders desire to sell their stock. Because the IPO will also cover secondary sales, we request further that by your execution of this letter you formally waive your rights under these provisions in connection with the IPO. By their execution hereof, each of Michxxx xxx Robexx Xxxxxxx xxx waiving their rights as holders of the "Founders' Shares" (as defined in this agreement) in the same respect The ability of Geocapital to participate in the IPO is more fully discussed under "Registration Rights Agreement" below. In addition, we would also bring to your attention that the Stockholder Agreement will automatically terminate upon the successful completion of a Qualified Public Offering. Pursuant to Section 2.1 of the Registration Rights Agreement, within fifteen (15) days from the date hereof you are to notify ViaGrafix as to the number of shares you desire to register for secondary sale under the IPO; further, by your execution hereof, and for purposes of the proposed IPO only (and not any possible future public offering, in the event the proposed IPO does not become effective), ViaGrafix requests that you formally waive the provisions of Section 2.1 of the Registration Rights Agreement which would otherwise require that not less than one-half of the total number of shares of common stock to be included in the IPO be made available for both your shares and the "Founder Shares", as defined in said agreement. By their execution hereof, each of Michxxx xxx Robexx Xxxxxxx xxx waiving their rights as holders of the Founder Shares in this same respect. We bring to your attention that, in the event all of your Registrable Shares are not included in the IPO, the provisions of Section 2.2 of the Registration Rights Agreement (demand registration on Form S-3) shall continue. Further, it is anticipated that upon completion of the IPO the provisions of Rule 144 will thereafter become available for limited resales of stock not included in the IPO. In addition,...
Terms of Preferred Stock. The Preferred Stock shall have the rights preferences and privileges set forth in EXHIBIT A, and shall be incorporated into the Articles of Amendment ("ARTICLES OF AMENDMENT") which shall be filed on or prior to the Closing Date by the Company with the Department of State of Florida, in form and substance mutually agreed to by the parties.
Terms of Preferred Stock. All of the Preferred Stock issued in the First Tranche, Second Tranche, Third Tranche, and Subsequent Tranche(s) will have identical terms. The Preferred Stock will have a term of three (3) years from the date of November 1, 1998 and will be convertible by OPLI into DVS common stock, at any time. Any shares of Preferred Stock not converted at the end of the three-year term will, at OPLI's option, probably be converted into shares of DVS common stock or with the mutual agreement of both OPLI and DVS; DVS will repurchase all or a portion of such outstanding Preferred Stock at a price equal to 125% of the original investment. DVS will file a registration statement for all common stock contemplated in this transaction within 60 days following the first conversion of the Preferred Stock into common stock to register the common stock for public resale by OPLI.
Terms of Preferred Stock. The preferred stock will rank junior to all other series of preferred stock which may be issued in the future with respect to payment of dividends and as to distributions of assets in liquidation. Each share of preferred stock will have a quarterly dividend rate per share. The preferred stock will not be redeemable. In the event of liquidation, the holders of the preferred stock will be entitled to receive a liquidation payment per share of $1.00 (plus accrued and unpaid dividends) or, if greater, an amount equal to 1,000 times the payment to be made per share of the Common Stock, subject adjustments. Generally, each share of preferred stock will vote together with the Common Stock and any other series of cumulative preferred stock entitled to vote in such manner and will be entitled to 1,000 votes, subject to adjustments. Because of the nature of the preferred stock's dividend, voting, liquidation and other rights, the value of the one one-thousandth of a share of preferred stock purchasable with each right is intended to approximate the value of one share the Common Stock.
Terms of Preferred Stock. The Preferred Stock has all of the rights, preferences and privileges as set forth in the form of the Certificate of Designations attached as Appendix B to the Memorandum.
Terms of Preferred Stock. The Corporation hereby creates and designates the following series of Preferred Stock: SERIES A CONVERTIBLE PREFERRED STOCK thirteen thousand two hundred fifty (13,250) shares of the Corporation’s authorized Preferred Stock are hereby designated “Series A Convertible Preferred Stock.”
Terms of Preferred Stock. The Preferred Stock authorized by these Articles of Incorporation (“Articles”) may be issued from time to time in one or more series. Seven Hundred Fifty Thousand (750,000) shares of the 1 Preferred Stock shall be designated as Series A Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”) and the stated value of the Series A Preferred Stock shall be U.S. $1 per share (the “Stated Value”). The rights, preferences, privileges and restrictions granted to and imposed on the Series A Preferred Stock are set forth in Section 4 of this Article VI. Subject to compliance with any applicable protective voting rights that have been or may be granted to the Preferred Stock or series thereof in these Articles, as the same may be amended from time to time (“Protective Provisions”), the Board of Directors is authorized to provide for the issuance of additional shares of Preferred Stock in series by filing an amendment to the Articles pursuant to the applicable law, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. Section 4.
