Series A-1 Preferred Stock. The Series A-1 Preferred Stock of the Company owned by KV: (i) has an Assumed Share Number (as that phrase is defined in the Certificate of Designations) of 953; and (ii) for voting purposes, pursuant to Section 4 of the Certificate of Designations, is equivalent to 11,173,925 shares of Common Stock.
Series A-1 Preferred Stock. Unless converted to Common Stock in accordance with the Charter Documents of the Company as in effect immediately prior to the Effective Time, each share of Series A-1 Preferred Stock of the Company (including all rights attendant thereto) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall, by virtue of the Merger and without any action on the part of Parent, the Company or the holder thereof, be converted into the right to receive an amount of cash equal to (A) the Series A-1 Preference Amount per share plus (B) the product of (x) the number of shares of Common Stock into which such Series A-1 Preferred Stock is convertible (without taking into account the conversion of any accrued dividends in accordance with the Charter Documents) and (y) the Per Share Common Merger Consideration, subject to the terms of this Agreement (including Section 2.4(a)).
Series A-1 Preferred Stock. Subject to this Article III, each share of Series A-1 Preferred issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 3.01(f) and the Dissenting Shares referred to in Section 3.03) shall be converted into the right to receive cash, without interest, in an amount equal to the Series A-1 Preferred Per Share Merger Consideration (as reduced at the Closing by the Per Share Portion of the Escrow Amount and the Representative Holdback Amount). From and after the Effective Time, all such shares of Series A-1 Preferred shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Series A-1 Preferred Per Share Merger Consideration pursuant to this Section 3.01(b).
Series A-1 Preferred Stock. The class of preferred stock hereby classified shall be designated the “Series A-1 Preferred Stock”. The initial number of authorized shares of the Series A-1 Preferred Stock shall be 5,000,000, which shall not be subject to increase without the consent of the holders of a majority of the then outstanding shares of Series A-1 Preferred Stock voting together as a single class and the consent of all Substantial Holders.
Series A-1 Preferred Stock. The term “Series A-1 Preferred Stock” shall have the meaning specified in Section 4.5(a) of this Agreement.
Series A-1 Preferred Stock. Each share of Series A-1 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 the Series A-1 Per Share Merger Consideration.
Series A-1 Preferred Stock. The Company shall have delivered to Sadis & Xxxxxxxx LLP, stock certificates representing shares of the Company’s Series A-1 Preferred Stock to be exchanged pursuant to the Exchange Agreements for shares of the Company’s Series A Preferred Stock held by Vision Opportunity Master Fund, Ltd and Vision Capital Advantage Fund, L.P. Table of Contents
Series A-1 Preferred Stock. Series A-1 Preferred Stock shall mean the Series A-1 Convertible Preferred Stock, $.01 par value per share, of the Company.
Series A-1 Preferred Stock. Each share of Series A-1 Preferred Stock (other than shares of Company Capital Stock to be canceled in accordance with Section 2.6(a) and other than Dissenting Shares) shall be converted at the Effective Time into the right to receive, in consideration of such cancellation, without interest, (A) an amount in Parent Shares (based on the Market Value thereof) and cash (including cash in lieu of any fractional shares in accordance with Section 3.1(f)) equal to the Series A-1 Liquidation Preference Amount, plus, (B) an amount in Parent Shares (based on the Market Value thereof) and cash (including cash in lieu of any fractional shares in accordance with Section 3.1(f)) equal to the Estimated Per Share Merger Consideration, if any, plus (C) in each case when, if and to the extent payable hereunder, (1) an amount in cash or Parent Shares pursuant to Section 2.8(g) equal to the Per Share Initial Earnout Payment Amount, if any, plus (2) an amount in cash or Parent Shares pursuant to Section 2.8(g) equal to the Per Share Second Earnout Payment Amount, if any, plus (3) an amount in cash or Parent Shares pursuant to Section 2.8(g) equal to the Per Share Third Earnout Payment Amount, if any, plus (4) an amount in cash or Parent Shares pursuant to Section 2.8(g) equal to the Per Share Final Earnout Payment Amount, if any, plus (5) an amount in cash, without interest, equal to the Per Share Excess Payment, if any, plus (6) an amount in cash equal to the Per Share Escrow Release Amount with respect to any amounts released to the Equityholders from the Escrow Fund from time to time pursuant to the terms of this Agreement and the Escrow Agreement, if any, plus (7) an amount in cash equal to the Per Share Reserve Fund Release Amount with respect to any amounts released to the Equityholders from the Reserve Fund from time to time pursuant to the terms of this Agreement, if any.
Series A-1 Preferred Stock. Each share of Series A-1 Preferred Stock issued and outstanding as of the Effective Time (excluding Dissenting Shares) shall be converted and exchanged into the right to receive an amount in cash equal to: (i) the Initial Series A-1 Per Share Consideration minus the applicable Stakeholder Deduction Amount plus (ii) following the Release Date, an amount equal to the Remaining Escrow Percentage multiplied by the applicable Stakeholder Deduction Amount, plus (iii) following the end of the Earn-Out Period the Per Share Earn-Out Consideration, if any.
