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.
Series C Preferred Stock. A description of the Series C Preferred Stock and a statement of its preferences, voting powers, qualifications and special or relative rights or privileges is as follows:
Series C Preferred Stock. (a) Subject to the terms and conditions of this Agreement, WCI agrees to act as lead manager of the Rights Offering on a best efforts basis and shall purchase up to 1,750,000 shares of Series C Stock at a price of $10.00 per Share, in the event the Rights Offering is not fully subscribed. WCI's obligation to purchase Series C Shares is subject to the conditions set forth in Section 3.2. BTC shall have the right, and WCI agrees to cooperate with BTC in the event BTC elects prior to the commencement of the Rights Offering, to purchase the sum of (i) 50% of the Series C Shares that are not subscribed for in the Rights Offering, and (ii) 50% of the aggregate number of shares subscribed for by BTC and WCI. The subscription price and other material terms of the Rights Offering shall be substantially as set forth in the Summary of Terms attached as Schedule 1.4 hereto.
Series C Preferred Stock. So long as shares of Series C ------------------------ Preferred Stock are outstanding, this corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series C Preferred Stock alter or change the rights, preferences or privileges of the shares of Series C Preferred Stock so as to adversely affect the shares or the holders thereof.
Series C Preferred Stock. Each share of Series C Preferred ------------------------ Stock of the Company, par value $1.00 per share, ("Series C Preferred") issued and outstanding immediately prior to the Effective Time (other than any shares of Series C 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 $2.07 (the "Series C Preference Amount") plus the Per Share Amount, by (B) the Average Closing Price upon surrender of the certificate representing such share of Series C Preferred in the manner provided in Section 1.8.
Series C Preferred Stock. Eight Million One Hundred Twenty Five Thousand Eight Hundred Eighty-Nine (8,125,889) shares of issued and outstanding Series C Preferred Stock.
Series C Preferred Stock. The Company will not issue any additional shares of its Series C Preferred Stock.
Series C Preferred Stock. In the event the Corporation issues additional shares of Common Stock (including securities exercisable for or convertible into Common Stock) in a Series C Dilutive Issuance, each share of Series C Preferred Stock held by each and every Nonparticipating Investor shall, immediately prior to the closing of the applicable Series C Dilutive Issuance (the "Closing"), be converted into one fully paid and nonassessable share of Series C1 Preferred Stock plus such number of fully paid and nonassessable shares of Common Stock as is determined by multiplying one by the Forced Conversion Rate. The Forced Conversion Rate shall be equal to (X) minus one, where (X) equals the per share Conversion Price of Series C Preferred Stock immediately prior to the Closing divided into the per share Conversion Value of Series C Preferred Stock. Upon the conversion of Series C Preferred Stock held by a Nonparticipating Investor as set forth herein, such shares of Series C Preferred Stock shall no longer be outstanding on the books of the Corporation and the Nonparticipating Investor shall be treated for all purposes as the record holder of such shares of Series C1 Preferred Stock and, if applicable, Common Stock upon the Closing of the applicable Series C Dilutive Issuance.
Series C Preferred Stock. Upon the written request of the holders of a majority of the Series C Registrable Securities requesting that the Company effect the registration under the Securities Act of all or part of such holders' Series C Registrable Securities on Form S-1 or a Long-Form Registration or on Form S-3 or a Short-Form Registration, if available, the Company shall promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company shall promptly use its best efforts to effect the registration under the Securities Act of
Series C 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 7,350,000 shares of its Series C Preferred Stock ("Series C Preferred" or, as described in Section 1.1(a) above, the "Shares") and up to 7,350,000 shares of Common Stock issuable upon conversion of the Series C Preferred pursuant to the Restated Articles. The Series C Preferred shall be sold for a purchase price of $0.756 per share.
