Terms of the Preferred Shares Sample Clauses

Terms of the Preferred Shares. Each of the parties hereto acknowledges that the Preferred Shares shall have the powers, preferences and rights, and be subject to the qualifications, limitations or restrictions set forth in the Series J Certificate of Designation.
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Terms of the Preferred Shares. Each of the parties hereto acknowledges that the Series H Preferred Stock shall have the powers, preferences and rights, and be subject to the qualifications, limitations or restrictions set forth in the Series H Certificate of Designation, including those set forth in the last sentence of Section 5(c) thereof.
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Terms of the Preferred Shares. Business Day means a day on which commercial banks are open for business in the United Kingdom and Hong Kong (excluding Saturdays, Sundays, public holidays in United Kingdom or Hong Kong and any weekday on which Typhoon Signal No. 8 or higher is hoisted or a black rain storm warning is given in Hong Kong at any time during 9:00 a.m. to 5:00 p.m.);
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Terms of the Preferred Shares. Investors should carefully consider the terms of the Preferred Shares which constitute the bulk of an investor’s investment in the Units of the Company. The terms of the Preferred Stock provides, among other things, that dividends (and any liquidation amount) may only be paid at such time as the Company’s debt facilities allow dividends or other distributions to be paid. The Company is currently negotiating a facility agreement with Keltic and anticipates that the final terms of that borrowing agreement will preclude distributions to stockholders during the term of the Agreement. There are no borrowing limitations in the Company’s charter documents. The terms of the Preferred Shares provide for a Company buy-back right exercisable by the Company for all (but not less than all) of the Preferred Shares any time after the fifth anniversary of the initial issuance of the Preferred Shares at a price of 102% of the then applicable Liquidation Amount as defined. The Preferred Shares having no voting rights (other than those provided under the Delaware General Corporation Law) and no right to participate in the Company’s results, other than in respect of the stated dividend (if and when payable) and the applicable Liquidation Amount. The Preferred Shares are not convertible into Common Shares. Investors should carefully review the terms of the Preferred Shares that are contained in the Company’s proposed Amended and Restated Certificate of Incorporation.
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Terms of the Preferred Shares. Prior to Closing, the Company shall amend its Certificate of Incorporation to create the Preferred Shares, which shall have the terms which are set forth on Exhibit C annexed hereto (the "Terms of the Preferred Shares"). The Company agrees that the Terms of the Preferred Shares as specified in Exhibit C shall be set forth in, and made a part of, the Company's Certificate of Incorporation. ARTICLE IV
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Related to Terms of the Preferred Shares

  • Transfer of Preferred Shares Subject to compliance with applicable securities laws, Treasury shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Preferred Shares at any time, and the Company shall take all steps as may be reasonably requested by Treasury to facilitate the Transfer of the Preferred Shares, including without limitation, as set forth in Section 4.4, provided that Treasury shall not Transfer any Preferred Shares if such transfer would require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already subject to such requirements. In furtherance of the foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Company and its business as a proposed transferee may reasonably request and making management of the Company reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement.

  • 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.

  • 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.

  • 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.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

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