Convertible Preferred Stock. The Exchange shall be mandatory and shall not require any request or other action by, or notice to, Hollxxxxx, xxe Vendor or International. Immediately upon the Exchange dividends will cease to accrue in respect of shares of Nonvoting Preferred Stock. Hollxxxxx xxx the Vendor will promptly tender all stock certificates evidencing shares of Nonvoting Preferred Stock in order to permit International to complete the Exchange. Upon the completion of the Exchange after Stockholder Approval is obtained, the outstanding shares of Nonvoting Preferred Stock will be cancelled. The shares of Class A Common Stock and Series C Convertible Preferred Stock issued upon the Exchange will not be Hollxxxxx Xxx. UniMedia Holding Company April 18, 1997 Page 12 registered under the Securities Act at the time of issuance. At the request of Hollxxxxx, Xxternational agrees to take commercially reasonable efforts to cause the registration under the Securities Act of the shares of Class A Common Stock and Series C Convertible Preferred Stock issued to the Vendor upon the Exchange (and the shares of Class A Common Stock issuable upon conversion of the Series C Convertible Preferred Stock) and to list such newly issued shares of Class A Common Stock and Series C Convertible Preferred Stock on the New York Stock Exchange, in each case as soon as practicable after the issuance thereof. In the event Stockholder Approval is not obtained at the Stockholders Meeting or any adjournment or postponement thereof, the shares of Nonvoting Preferred Stock will remain outstanding, subject to redemption at the option of the holder in accordance with their terms or transfer in accordance with the provisions of this Exchange Agreement. This Agreement may be amended or modified, but only by a written agreement that identifies this Exchange Agreement and is signed by all of the parties hereto. Any such amendment or modification shall be effective as to International only if in writing signed by the Chairman of the Special Committee on behalf of International. In addition, International shall not waive any obligations of Hollxxxxx xx the Vendor hereunder or any other benefits to International arising under this Exchange Agreement unless approved by the Board of Directors of International following receipt of a favourable recommendation thereof by the Special Committee. Hollxxxxx Xxx. UniMedia Holding Company April 18, 1997 Page 13 This Exchange Agreement shall be governed by and construed in accordance w...
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 4-A Convertible Preferred Stock (the “Vsource Series 4-A Preferred”) issued and outstanding immediately prior to the Effective Time (other than shares to be canceled 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 3,100 (the “Series 4-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. (c) Subject to and upon the terms and conditions hereof, (i) the Prencen Entities waive any default that may exist due to the failure of the Company to maintain the Required Reserve Amount as required by Section 4(m) of the Securities Purchase Agreement and Section 11 of the Note, and (ii) the Lender (and its successors and assigns) agrees not to convert any portion of its Note to the extent necessary to ensure that at all times the Company has available a sufficient number of authorized shares of Common Stock under its Certificate of Incorporation to be reserved solely for the purpose of effecting the conversion of (A) all of the shares of Preferred Stock then outstanding and (B) the conversion of the full principal amount of the Notes issued pursuant to the Watershed Securities Purchase Agreement (as defined in the Securities Purchase Agreement) then outstanding; provided that the waiver and agreement set forth in the foregoing clauses (i) and (ii) shall terminate (with no further action on the part of any Person) upon the filing of the Charter Amendment (as defined below). Notwithstanding anything to the contrary provided herein, the waivers set forth in Section 2(a), Section 2(b) and clause (i) of this Section 2(c) shall immediately terminate (with no further action on the part of any Person) if (1) within five Business Days following the closing date of the issuance of the Preferred Stock under the Preferred Stock SPA, the Company does not receive the consents of the holders of a majority of the outstanding voting securities of the Company in the form attached hereto as Exhibit B (the “Transaction Stockholder Consent”) authorizing the amendment of the Certificate of Incorporation of the Company to increase the authorized number of shares of Common Stock of the Company from 1,000,000,000 shares of Common Stock to 3,000,000,000 shares of Common Stock, (2) the Company fails to prepare and file with the SEC, as promptly as practicable after the closing of the issuance of the Preferred Stock under the Preferred Stock SPA, but in no event later than the date 20 calendar days after such closing, an information statement (the “Information Statement”), at the expense of the Company, informing the stockholders of the Company’s receipt of the Transaction Stockholder Consent, (3) in the event that the SEC elects to review the Information Statement, the Company does not use its reasonable best efforts to cause the Information Statement to become effective as soon ...
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.
