Convertible Preferred Stock. The Holder and the Corporation shall maintain records showing the number of shares of Series A Convertible Preferred Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Corporation, so as not to require physical surrender of the certificate representing the Series A Convertible Preferred Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Corporation establishing the number of shares of Series A Convertible Preferred Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Series A Convertible Preferred Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series A Convertible Preferred Stock unless such Holder first physically surrenders the certificate representing the Series A Convertible Preferred Stock to the Corporation, whereupon the Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series A Convertible Preferred Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series A Convertible Preferred Stock, the number of shares of Series A Convertible Preferred Stock represented by such certificate may be less than the number of shares of Series A Convertible Preferred Stock stated on the face thereof. Each certificate for Series A Convertible Preferred Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION'S CERTIFICATE OF AMENDMENT RELATING TO THE SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 6(c)(iv) THEREOF. THE NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 6(c)(iv) OF THE CERTIFICATE OF AMENDMENT RELATING TO THE SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.
Convertible Preferred Stock. The terms of the Series D-1 Convertible Preferred Stock of Tribune shall be substantively identical to the terms of the Company Series D-1 Preferred Stock, except that the number of Tribune Common Shares into which each such share of Series D-1 Convertible Preferred Stock of Tribune may be converted, under the terms thereof, shall be calculated with respect to the Common Share Value (as defined in the certificates of designations of the Company Preferred Shares) of the Tribune Common Shares.
Convertible Preferred Stock. All of the outstanding shares of Common Stock and all of the shares of Series A, B and C Preferred Stock when issued and sold, will be, validly issued, fully paid and non-assessable, and free of any liens or encumbrances. The Series C Preferred Stock shall have the rights, preferences, privileges and restrictions set forth in the Designation attached hereto as Exhibit A.
Convertible Preferred Stock. Such number of shares may be increased or decreased (but not less than the number of shares of Series OH-1 Convertible Preferred Stock outstanding) from time to time by resolution of the Board of Directors without the consent or approval of the holders of the Series OH-1
Convertible Preferred Stock. The Series A-1 Agreements contain standstill provisions (the “Standstill Provisions”), which prevent the Purchaser, either alone or together with any other person, from acquiring additional shares of the Company’s Common Stock or any of the Company’s assets, soliciting proxies, or seeking further representation on the Company’s board of directors. The Purchaser hereby acknowledges and agrees that: (i) the Company is hereby waiving the Standstill Provisions solely with respect to the Shares purchased hereby, and (ii) that notwithstanding the foregoing the Standstill Provisions remain in full force and effect.
Convertible Preferred Stock. Each share of Vsource Series 1-A Convertible Preferred Stock (the “Vsource Series 1-A Preferred”) issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled pursuant to Section 1.6(e)) will be canceled and extinguished and automatically converted (subject to Sections 1.6(h) and 1.6(i)) into the right to receive 1.172 (the “Series 1-A Exchange Ratio”) shares of TEAM Common Stock upon surrender of the certificate representing such share of Vsource preferred stock in the manner provided in Section 1.7.
Convertible Preferred Stock. The inability of the Corporation (or its successor) to make a purchase payment for any reason shall not relieve the Corporation (or its successor) from its obligation to effect any required purchase when, as and if permitted by applicable law. If the Corporation fails to pay the Fundamental Change Repurchase Price in full when due in accordance with this Section 9 in respect of some or all of the shares or Convertible Preferred Stock to be repurchased pursuant to the Fundamental Change Repurchase Right, the Corporation will pay Dividends on such shares not repurchased at the Regular Dividend Rate until such shares are repurchased, payable quarterly in arrears, out of funds legally available, on each Dividend Payment Date, for the period from and including the first Dividend Payment Date (or the Initial Issue Date, as applicable) upon which the Corporation fails to pay the Fundamental Change Repurchase Price in full when due in accordance with this Section 9 through but not including the latest of the day upon which the Corporation pays the Fundamental Change Repurchase Price in full in accordance with this Section 9. For the avoidance of doubt, the Fundamental Change Repurchase Price shall not be required to be paid unless either (x) (A) all outstanding indebtedness and other obligations of the Corporation and its Subsidiaries under or relating to the Credit Agreement (as amended, restated or otherwise modified) have been paid and satisfied in full or (B) all commitments under the Credit Agreement (as amended, restated or otherwise modified) have been terminated, (y) the Credit Agreement (as amended, restated, supplemented or otherwise modified from time to time) would not prohibit the payment of such Fundamental Change Repurchase Price or (z) the terms of any other applicable agreement evidencing indebtedness incurred for the purposes of refinancing or replacement of the Credit Agreement would not prohibit the payment of such Fundamental Change Repurchase Price; provided, that if the proceeds of any transaction or series of related transactions constituting the Fundamental Change would be sufficient to both (x) repay all outstanding indebtedness and other obligations of the Corporation and its Subsidiaries under or relating to the Credit Agreement (as amended, restated or otherwise modified) (or any other indebtedness in effect at such time which prohibits the payment of the Fundamental Change Repurchase Price without the prior repayment in full of such i...
Convertible Preferred Stock. As of September 30, 1997, (i) 10,493,972 shares of Common Stock were issued and outstanding, all of which are validly issued, fully paid and nonassessable; and (ii) 1,570,426 shares of Common Stock were reserved for issuance pursuant to stock options under the Company's stock option plans (the "The Company Option Plans") and rights under the Company's Employee Stock Purchase Plan.
Convertible Preferred Stock. At the Effective Time, each share of $2.27 Convertible Voting Preferred Stock, Series C of the Company, par value $1.00 per share (the "Convertible Preferred Shares"), shall remain outstanding and shall be entitled to the same dividend and other relative rights, preferences, limitations and restrictions as are now provided by the Company Charter; provided, that, after the Effective Time, the Convertible Preferred Shares shall no longer be convertible into Shares; and provided, further, that each Convertible Preferred Share shall be convertible, after the Effective Time, into the amount of cash that the holder thereof might have been entitled to receive if such holder had converted such Convertible Preferred Shares into Shares immediately prior to the Effective Time.
Convertible Preferred Stock. The Management Company shall not sell any common stock or take any other action the effect of which sale or other action would be to give a holder of convertible preferred stock the right to convert any number of shares of convertible preferred stock into a greater number of shares of common stock; provided, however, that the obligations under this Section 16.7 shall become null and void upon the consummation of an initial public offering of the Management Company's common stock.
