Common use of Classified or Reclassified Shares Clause in Contracts

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares of any class or series, the Board by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Shares; (b) specify the number of Shares to be included in the class or series of Shares; (c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of Shares outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland. Any of the terms of any class or series of Shares set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares is clearly and expressly set forth in the articles supplementary or other charter document.

Appears in 5 contracts

Samples: Subscription Agreement (HG Holdings, Inc.), Subscription Agreement (HG Holdings, Inc.), Subscription Agreement (HG Holdings, Inc.)

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Classified or Reclassified Shares. Prior to the issuance of classified or reclassified Shares shares of any class or series, the Board board of directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Sharesshares of the Corporation; (b) specify the number of Shares shares to be included in the class or series of Sharesseries; and (c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of Shares shares of the Corporation outstanding at the time, the preferences, conversion covenants or other rights, voting powers, privileges, restrictions, limitations as to dividends or other Distributionsdistributions, qualifications and terms and conditions of redemption for each class or seriesseries thereof; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland. Any of the terms of any class or series of Shares shares set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the Charter these Articles of Incorporation (including determinations by the Board board of directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares shares is clearly and expressly set forth in the articles supplementary resolution or other charter documentinstrument establishing any such class or series.

Appears in 4 contracts

Samples: And Restated Agreement and Plan of Merger (Medley Capital Corp), Employment Agreement (Medley Management Inc.), Agreement and Plan of Merger (Sierra Income Corp)

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Sharesstock of the Corporation; (b) specify the number of Shares shares to be included in the class or series of Sharesseries; (c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of Shares stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributionsdistributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of MarylandMaryland (“SDAT”). Any of the terms of any class or series of Shares stock set or changed pursuant to clause (c) of this Section 5.4 6.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares stock is clearly and expressly set forth in the articles supplementary or other charter Charter document.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Crescent Capital BDC, Inc.), Agreement and Plan of Merger (Alcentra Capital Corp), Agreement and Plan of Merger (Crescent Reincorporation Sub, Inc.)

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Sharesstock of the Corporation; (b) specify the number of Shares shares to be included in the class or series of Sharesseries; (c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of Shares stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributionsdistributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland. Any of the terms of any class or series of Shares stock set or changed pursuant to clause (c) of this Section 5.4 5.5 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares stock is clearly and expressly set forth in the articles supplementary or other charter Charter document.

Appears in 4 contracts

Samples: Voting and Support Agreement (Telos Corp), Amended Voting and Support Agreement (Wynnefield Partners Small Cap Value Lp), Voting and Support Agreement (Telos Corp)

Classified or Reclassified Shares. Prior to the issuance of classified or reclassified Shares shares of any class or seriesseries of stock, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Sharesstock of the Corporation; (b) specify the number of Shares shares to be included in the class or series of Sharesseries; (c) set or change, subject to the provisions of Article VI VII and subject to the express terms of any class or series of Shares stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributionsdistributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of MarylandMaryland (the “SDAT”). Any of the terms of any class or series of Shares stock set or changed pursuant to clause (c) of this Section 5.4 6.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, ; provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares stock is clearly and expressly set forth in the articles supplementary or other charter documentCharter document filed with the SDAT.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.), Limited Liability Company Agreement (NorthStar Real Estate Income II, Inc.), Limited Liability Company Agreement (Colony NorthStar, Inc.)

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares of any class or series, the Board by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Shares; (b) specify the number of Shares to be included in the class or series of Sharesseries; (c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of Shares outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of MarylandMaryland ("SDAT"). Any of the terms of any class or series of Shares set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares is clearly and expressly set forth in the articles supplementary or other charter Charter document.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MVP REIT, Inc.), Agreement and Plan of Merger (MVP REIT II, Inc.)

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares of any class or series, the Board of Trustees by resolution shall: shall (a) designate that class or series to distinguish it from all other classes and series of Shares; (b) specify the number of Shares to be included in the class or series of Sharesseries; (c) set or changeset, subject to the provisions of Article VI VII and subject to the express terms of any class or series of Shares outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributionsdistributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation Trust to file articles supplementary with the State Department of Assessments and Taxation of MarylandMaryland (the "SDAT"). Any of the terms of any class or series of Shares set or changed pursuant to clause (c) of this Section 5.4 6.4 may be made dependent upon facts or events ascertainable outside the Charter Declaration of Trust (including determinations by including, without limitation, the Board or other facts or events within occurrence of any event and the control contents of the Corporationany document) and may vary among holders thereof, provided that the manner in which such facts, events facts or variations shall operate upon the terms of such class or series of Shares is clearly and expressly set forth in the articles supplementary or other charter documentdocument filed with the SDAT.

Appears in 2 contracts

Samples: Employment Agreement (Kranzco Realty Trust), Employment Agreement (Cv Reit Inc)

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares of any class or series, the Board of Trustees by resolution shall: shall (a) designate that class or series to distinguish it from all other classes and series of Shares; (b) specify the number of Shares to be included in the class or series of Sharesseries; (c) set or changeset, subject to the provisions of Article VI VII and subject to the express terms of any class or series of Shares outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributionsdistributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation Trust to file articles supplementary with the State Department of Assessments and Taxation of MarylandMaryland (the “SDAT”). Any of the terms of any class or series of Shares set or changed pursuant to clause (c) of this Section 5.4 6.3 may be made dependent upon facts or events ascertainable outside the Charter Declaration of Trust (including determinations the occurrence of any event, including a determination or action by the Board Trust or any other facts person or events within the control of the Corporationbody) and may vary among holders thereof, provided that the manner in which such facts, events facts or variations shall operate upon the terms of such class or series of Shares is clearly and expressly set forth in the articles supplementary or other charter documentfiled with the SDAT.

Appears in 2 contracts

Samples: Contribution and Assignment Agreement (JBG SMITH Properties), Contribution and Assignment Agreement (Vornado Realty Lp)

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Sharesstock of the Corporation; (b) specify the number of Shares shares to be included in the class or series of Sharesseries; (c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of Shares stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, including, without limitation, restrictions on transferability, limitations as to dividends or other Distributionsdistributions, qualifications and or terms and or conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland. Any of the terms of any class or series of Shares stock set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares stock is clearly and expressly set forth in the articles supplementary or other charter document.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CYS Investments, Inc.), Iii Agreement and Plan of Merger (Two Harbors Investment Corp.)

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Sharesstock of the Corporation; (b) specify the number of Shares shares to be included in the class or series of Sharesseries; (c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of Shares stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributionsdistributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland. Any of the terms of any class or series of Shares stock set or changed pursuant to clause (c) of this Section 5.4 6.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares stock is clearly and expressly set forth in the articles supplementary or other charter Charter document.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Telecommunication Systems Inc /Fa/), Agreement and Plan of Merger (Comtech Telecommunications Corp /De/)

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Sharesstock of the Corporation; (b) specify the number of Shares shares to be included in the class or series of Sharesseries; (c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of Shares stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, including, without limitation, restrictions on transferability, limitations as to dividends or other Distributionsdistributions, qualifications and or terms and or conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of MarylandMaryland (“SDAT”). Any of the terms of any class or series of Shares stock set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares stock is clearly and expressly set forth in the articles supplementary or other charter document.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (American Assets Trust, Inc.), Agreement and Plan of Merger (American Assets Trust, Inc.)

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Classified or Reclassified Shares. Prior to the issuance of classified or reclassified Shares shares of any class or seriesseries of stock, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Sharesstock of the Corporation; (b) specify the number of Shares shares to be included in the class or series of Sharesseries; (c) set or change, subject to the provisions of Article VI VII and subject to the express terms of any class or series of Shares stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributionsdistributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of MarylandMaryland (the “SDAT”). Any of the terms of any class or series of Shares stock set or changed pursuant to clause (c) of this Section 5.4 6.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares stock is clearly and expressly set forth in the articles supplementary or other charter Charter document.

Appears in 1 contract

Samples: Support Agreement (Mobile Infrastructure Corp)

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares of any class or series, the Board by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Shares; (b) specify the number of Shares to be included in the class or series of Sharesseries; (c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of Shares outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributionsdistributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland. Any of the terms of any class or series of Shares set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares is clearly and expressly set forth in the articles supplementary or other charter document.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carey Watermark Investors 2 Inc)

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Shares; (b) specify the number of Shares to be included in the class or series of Sharesseries; (c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of Shares outstanding at the time, the preferences, conversion or other rights, voting powerspowers (including exclusive voting rights, if any), restrictions, limitations as to dividends or other Distributionsdistributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland. Any of the terms of any class or series of Shares set or changed pursuant to clause (c) of this Section 5.4 5.04 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares is clearly and expressly set forth in the articles supplementary or other charter documentsupplementary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Varagon Capital Corp.)

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Sharesstock of the Corporation; (b) specify the number of Shares shares to be included in the class or series of Sharesseries; (c) set or change, subject to the provisions of Article VI VII and subject to the express terms of any class or series of Shares stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributionsdistributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of MarylandMaryland (“SDAT”). Any of the terms of any class or series of Shares stock set or changed pursuant to clause (c) of this Section 5.4 6.4 may be made dependent upon facts or events ascertainable outside the Charter charter (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares stock is clearly and expressly set forth in the articles supplementary or other charter documentfiled with the SDAT.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aames Investment Corp)

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares of any class or series, the Board by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of Shares; (b) specify the number of Shares to be included in the class or series of Sharesseries; (c) set or change, subject to the provisions of Article VI VII and subject to the express terms of any class or series of Shares outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of Maryland. Any of the terms of any class or series of Shares set or changed pursuant to clause (c) of this Section 5.4 6.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares is clearly and expressly set forth in the articles supplementary or other charter documentsupplementary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cole Credit Property Trust III, Inc.)

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares shares of any class or series, the Board of Directors by resolution shall: (a) designate that class or series to distinguish it from all other classes and arid series of Sharesstock of the Corporation; (b) specify the number of Shares shares to be included in the class or series of Sharesseries; (c) set or change, subject to the provisions of Article VI and subject to the express terms of any class or series of Shares stock of the Corporation outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, including, without limitation, restrictions on transferability, limitations as to dividends or other Distributionsdistributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation to file articles supplementary with the State Department of Assessments and Taxation of MarylandMaryland (“SDAT”). Any of the terms of any class or series of Shares stock set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the Charter these Articles of Incorporation (including determinations by the Board of Directors or other facts or events within the control of the Corporation) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of Shares stock is clearly and expressly set forth in the articles supplementary or other charter documentfiled with the SDAT.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MPG Office Trust, Inc.)

Classified or Reclassified Shares. Prior to issuance of classified or reclassified Shares of any class or series, the Board of Trustees by resolution shall: shall (a) designate that class or series to distinguish it from all other classes and series of Shares; (b) specify the number of Shares to be included in the class or series of Sharesseries; (c) set or changeset, subject to the provisions of Article VI VII and subject to the express terms of any class or series of Shares outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributionsdistributions, qualifications and terms and conditions of redemption for each class or series; and (d) cause the Corporation Trust to file articles supplementary with the State Department of Assessments and Taxation of MarylandMaryland (the “SDAT”). Any of the terms of any class or series of Shares set or changed pursuant to clause (c) of this Section 5.4 6.6 may be made dependent upon facts or events ascertainable outside the Charter Declaration of Trust (including determinations the occurrence of any event, including a determination or action by the Board Trust or any other facts person or events within the control of the Corporationbody) and may vary among holders thereof, provided that the manner in which such facts, events facts or variations shall operate upon the terms of such class or series of Shares is clearly and expressly set forth in the articles supplementary or other charter documentfiled with the SDAT.

Appears in 1 contract

Samples: Shareholders Agreement (Americold Realty Trust)

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