Series B Preferred Stock. Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................
Series B Preferred Stock. A description of the Series B Preferred Stock and a statement of its preferences, voting powers, qualifications and special or relative rights or privileges is as follows:
Series B Preferred Stock. Notwithstanding anything to the contrary herein, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will remain issued and outstanding as one share of Series B Preferred Stock, par value $0.01 per share, of the Surviving Corporation. (e) Discharge of BATUS’s Obligations. BATUS’s obligation to deliver the Merger Consideration may be discharged by BATUS causing such Merger Consideration or any part thereof to be provided by Parent or any Parent Subsidiary to the Exchange Agent, for the benefit of the holders of Company Common Stock, in accordance with the terms and subject to the conditions set forth in this Article II; provided, however, that nothing in this Section 2.01(e) shall relieve BATUS of its obligations hereunder. (f) Cancelation of Company Common Stock. As of the Effective Time, all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of (i) a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) or (ii) any such shares of Company Common Stock held in book-entry form (“Book-Entry Shares”), in each case, other than any Certificates or Book-Entry Shares representing Dissenting Shares, shall cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 2.02, (ii) any dividends or other distributions in accordance with Section 2.02(c) and (iii) any cash to be paid in lieu of any fractional entitlements to Parent ADSs in accordance with Section 2.02(i), in each case without interest. (g)
Series B Preferred Stock. The Company has, or before the Series A Closing Date (as that term is hereinafter defined) will have, authorized the sale and issuance of up to 6,350,000 shares of its Series B Preferred Stock ("Series B Preferred" or, as described in Section 1.1(a) above, the "Shares") and up to 6,350,000 shares of Common Stock issuable upon conversion of the Series B Preferred pursuant to the Restated Articles. The Series B Preferred shall be sold for a purchase price of $0.40 per share.
Series B Preferred Stock. 3.1(b) Series B Preferred Stock Merger Consideration...........................3.1(b) Series C Preferred Stock................................................3.1(c) Series C Preferred Stock Merger Consideration...........................3.1(c) Series D Preferred Stock................................................3.1(d) Series D Preferred Stock Merger Consideration...........................3.1(d) Shareholder...........................................................
Series B Preferred Stock. Each share of Series B Preferred ------------------------ Stock of the Company, par value $1.00 per share, ("Series B Preferred") issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred to be canceled pursuant to Section 1.6(e) and any Dissenting Shares (as defined and to the extent provided in Section 1.7(a)) will be canceled and extinguished and be converted automatically into the right to receive that number of shares of Parent Common Stock equal to the quotient computed by dividing (A) the sum of $1.25 (the "Series B Preference Amount") plus the Per Share Amount, by (B) the Average Closing Price upon surrender of the certificate representing such share of Series B Preferred in the manner provided in Section 1.8.
Series B Preferred Stock. (a) Subject to the terms and conditions ------------------------ of this Agreement, the Company agrees to issue and sell to each Purchaser named below, and such Purchaser agrees to purchase from the Company, on the Series B and Convertible Notes Closing Date, at an aggregate price of $5,000,000, the number of shares of Series B Preferred Stock set forth opposite such Purchaser's name below: Name and Address of Purchaser Number of Shares ---------------- ---------------- Cypress Ventures, Inc. 57,500 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
Series B Preferred Stock. Within two business days before the Expiration Date of the Offer, each Stockholder agrees to cause the conversion of all of the shares of Series B Preferred Stock of the Company beneficially owned by such Stockholder into shares of Company Common Stock in accordance with the Company's certificate of incorporation so long as after giving effect to such conversion and subsequent tender of such Company Common Stock pursuant to Section 1.01 hereof, the Minimum Condition shall have been or would be satisfied.
Series B Preferred Stock. TMI will create a series of preferred ------------------------- stock entitled TMI Holdings, Inc. Series B Convertible Preferred Stock, with 500,000 shares authorized and the rights and preferences as outlined in the Certificate of Designation attached hereto as Exhibit D. TMI will timely file all documentation to effectuate the creation and issuance of the TMI Shares.
Series B Preferred Stock. If this corporation shall issue, after the date upon which any shares of Series B Preferred Stock were first issued (the “Purchase Date”), any Additional Stock (as defined below) without consideration or for consideration per share less than the Conversion Price for the Series B Preferred Stock in effect immediately prior to the issuance of such Additional Stock (in each case, the “Series B New Price”), the Conversion Price for Series B Preferred Stock in effect immediately prior to each such issuance shall forthwith be adjusted to the Series B New Price.
