Class B Preferred Stock. All Class B Preferred Stock promised to be delivered pursuant hereto shall not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Seller covenants that it will not sell or dispose of the Class B Preferred Stock except in accordance with the rules set forth in Rule 144 issued by the Securities and Exchange Commission under the Securities Act and shall not sell, transfer or pledge the Class B Preferred Stock in the absence of a registration under the Securities Act or unless CCG receives an opinion of counsel (which may be counsel for CCG) reasonably acceptable to it stating that such sale or transfer is exempt from the registration and prospectus delivery requirements of the Securities Act. Seller agrees and consents that the certificates representing the Class B Preferred Stock shall contain the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS CLEARVIEW CINEMA GROUP, INC. RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR CLEARVIEW CINEMA GROUP, INC.) REASONABLY ACCEPTABLE TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT AND THAT SUCH SALE OR TRANSFER IS MADE IN ACCORDANCE WITH THE RULE SET FORTH IN RULE 144 ISSUED BY THE SECURITIES EXCHANGE COMMISSION UNDER SAID ACT.
Class B Preferred Stock. Each share of Class B Preferred Stock shall be (1) mandatorily and automatically converted into shares of Common Stock on the date of achievement and consummation of the Qualified Public Offering Threshold or (2) convertible at any time at the option of the holder
Class B Preferred Stock. Upon the occurrence of an Event of Default and the subsequent payment of the Mandatory Default Amount, each share of Class B Preferred Stock shall immediately be cancelled and be of no further force or effect. In addition, in the event that such Event of Default shall occur prior to the date that shall be two (2) years from the Closing Date and results in the foreclosure of the Intellectual Property (as such term is defined in the Security Agreement), then (i) if any portion of the shares of Class B Preferred Stock shall have been converted into Conversion Shares, then such Conversion Shares shall immediately be cancelled and be of no further force or effect, or (ii) if any Conversion Shares shall have been sold, then the Majority Shareholder shall within two (2) days return to the Corporation all proceeds derived from such sale.
Class B Preferred Stock. Upon the Effective Date of the Merger, each ----------------------- share of Class B Preferred Stock issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such shares or any other person, be changed and converted into and exchanged for one fully paid and nonassessable share of Class B Preferred Stock, $0.01 par value, of the Surviving Corporation ("ChipPAC ------- Delaware Class B Preferred Stock"). --------------------------------
Class B Preferred Stock. Following the Effective Time, upon surrender in accordance with Section 1.04 of the certificate or certificates formerly representing Class B Preferred Stock of each holder, such holder will be entitled to receive in exchange for such shares of Class B Preferred Stock, in accordance with Section 1.02, (i) a certificate or certificates representing the number of whole shares of New Common Stock into which such Class B Preferred Stock was reclassified and converted pursuant to the Reclassification and (ii) a cash payment equal to the Fractional Share Amount in respect of any remaining fractional share of New Common Stock otherwise issuable to such holder.
Class B Preferred Stock. In addition to the dividends contemplated by Section 4(a), during each Accrual Year, each holder of Class B Preferred Stock (other than those shares of Class B Preferred Stock held by SBA Holders, except in the circumstances set forth in Section 4(b)(1)) shall be entitled to receive, when and as declared by the Board of Directors of the Corporation out of funds legally available therefor, an annual dividend payable on the last day of such Accrual Year with respect to each share of Class B Preferred Stock held by such holder in an amount equal to 20% of the sum of (a) $4 PLUS (b) the amount 564314.5 of all cumulated and unpaid dividends (if any) in respect of such share of Class B Preferred Stock, which dividend (i) shall be payable in preference and priority to any payment of any dividend with respect to the Common Stock, (ii) shall accrue daily (whether or not declared or funds are legally available therefor), and (iii) to the extent not paid, shall cumulate (and thereby compound) annually on the last day of each Accrual Year. If the purchase price for a share of Class B Preferred Stock is released from a Purchase Price Escrow (as defined in the respective Purchase Agreements), or a share of Class B Preferred Stock is purchased pursuant to the Paribas Purchase Agreement, on a date after the Original Issue Date, then the annual dividend payable pursuant to this Section 4(b)(2) in respect of such share for the Accrual Year in which such share is released or purchased, as the case may be, shall be prorated accordingly (on the basis of a 365 day year). Accrued and unpaid dividends (if any) payable under this Section 4(b)(2) shall terminate and be canceled, forgiven and extinguished in the event a Liquidity Event is consummated on the following terms:
(A) prior to May 1, 2000 at a Liquidity Share Price exceeding $8.00; or
(B) after April 30, 2000 and prior to May 1, 2001 at a Liquidity Share Price exceeding $10.00; or
(C) after April 30, 2001 and prior to May 1, 2002 at a Liquidity Share Price exceeding $12.
Class B Preferred Stock. 1. The Board of Directors of the Corporation is authorized, subject to the limitations prescribed by law, to provide for the issuance of the Class B Preferred Stock in series, to establish the number of shares to be included in each series and to fix the designation and the relative rights, preferences and limitations of the Class B Preferred Stock of each series. The authority of the Board of Directors with respect to each series shall include, but shall not be limited to, determination of the following:
(1) The number of shares of Class B Preferred Stock constituting that series and the distinctive designation of that series.
(2) The dividend rate on the Class B Preferred Stock of that series and whether dividends shall be cumulative and, if so, from which date or dates.
(3) Whether the Class B Preferred Stock of that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights.
(4) Whether the Class B Preferred Stock of that series shall have conversion privileges and, if so, the terms and conditions of such conversion, including, without limiting the generality thereof, provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine.
(5) Whether the Class B Preferred Stock of that series shall be redeemable and, if so, the terms and conditions of such redemption, including, without limiting the generality thereof, the date or dates upon or after which such Class B Preferred Stock shall be redeemable and the amount per share payable in the event of redemption, which amount may vary under different conditions and at different redemption dates.
(6) The rights of the Class B Preferred Stock of that series in the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation.
2. Class B Series 1
Class B Preferred Stock. The class, designated as Class B Preferred Stock, will have the designations, preferences, voting powers, relative, participating, optional or other special rights and privileges, and the qualifications, limitations and restrictions as follows:
Class B Preferred Stock. The liquidation value of each share of Class B Preferred Stock shall be $35,000.
Class B Preferred Stock. The redemption value of each share of Class B Preferred Stock shall be $28,000 until April 15, 2002. After April 15, 2002, the redemption value for each share of Class B Preferred Stock shall be $31,500.
