Company Preferred Shares. 2.1(a)(ii) Company Preferred Stock.................................................. 3.3(a) Company Required Consents................................................ 3.5(b) Company SEC Reports...................................................... 3.8(a) Company Senior Notes..................................................... 5.5(a) Company Series II Preferred Stock........................................ 2.1(a)(ii) Company Series III Preferred Stock....................................... 2.1(a)(ii) Company Share............................................................ 2.1(a) Company Shares........................................................... 2.1(a) Company Stock Option..................................................... 2.1(b) Company Stockholders Meeting............................................. 5.5(a) Company Subsidiaries..................................................... 3.1(a) Company Voting Agreement.................................................
Company Preferred Shares. “Company Preferred Shares” shall mean the Preferred A Shares, nominal value NIS 0.01 per share, of the Company.
Company Preferred Shares. (a) The Purchaser shall have the option, in its sole discretion, to require the Company to use its reasonable best efforts to redeem the Company Preferred Shares on June 30, 2021 (the “Redemption Date”) in accordance with the terms of the Company Preferred Shares as set out in the Constating Documents (the “Preferred Share Redemption”), by providing written notice to the Company not later than 40 days prior to the Redemption Date (the “Redemption Notice”). Upon receipt of the Redemption Notice, the Company shall use its reasonable best efforts to complete the Preferred Share Redemption on the Redemption Date.
Company Preferred Shares. The MergerCo Preferred Shares will be uncertificated and any certificates that, prior to the Company Merger Effective Time, evidenced Company Series B Preferred Shares or Company Series G Preferred Shares will thereafter be treated by MergerCo as if such certificates evidenced the MergerCo Series B Preferred Shares or MergerCo Series G Preferred Shares, as the case may be, constituting the applicable Merger Consideration.
Company Preferred Shares. 26 Amended and Restated Stanford LOC............84
Company Preferred Shares. In connection with the Merger, the date on which the Company’s 8.875% non-cumulative preferred shares Series A (the “Company Preferred Shares”) become redeemable pursuant to Section 7(a)(1) of the Certificate of Designation governing the Company Preferred Shares (the “Certificate of Designation”) shall be accelerated to the Effective Time. As a result of this requirement, the Company has determined to exercise its option to redeem all of the Company Preferred Shares in accordance with Section 7(a)(2) of the Certificate of Designation as described more fully in Section 5.22 of this Agreement.
Company Preferred Shares. On the Closing Date and immediately prior to the First Merger Effective Time, each Company Preferred Share that is issued and outstanding immediately prior to the First Merger Effective Time shall be canceled in exchange for the right to receive a number of validly issued, fully paid and non-assessable Company Ordinary Shares at the then effective conversion rate as calculated pursuant to the then effective amended and restated articles of associations of the Company (the “Conversion”). After the Conversion, all of the Company Preferred Shares shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Shares shall thereafter cease to have any rights with respect to such securities.
Company Preferred Shares. Promptly following Parent’s request after the date the Proxy Statement is mailed to the shareholders of the Company, the Company shall deliver a notice or notices of special optional redemption (the “Series A Redemption Notice”) pursuant to Section 5(b) and 5(e) of the Articles Supplementary establishing and fixing the rights and preferences of the Company Series A Preferred Shares (the “Series A Articles Supplementary”) to the holders of record of Company Series A Preferred Shares. The Series A Redemption Notices shall be prepared by the Company and shall comply with the specifications and timing requirement of the Series A Articles Supplementary and be in form and substance reasonably satisfactory to Parent, and shall state that each Company Series A Preferred Share held by such holder immediately prior to the Company Merger Effective Time shall be redeemed by the Company effective as of the date immediately following the Closing Date, if then outstanding, with the redemption price per share equal to an amount in cash equal to Twenty-Five Dollars ($25.00) plus accrued and unpaid dividends, if any, to and including the Closing Date, without interest (such amount, the “Per Series A Preferred Share Redemption Price”), with such redemption subject to and conditioned upon the occurrence of the Closing (the “Series A Preferred Share Redemption”). The Series A Redemption Notices shall include the other information required by the Series A Articles Supplementary. The Series A Preferred Share Merger Consideration deposited with the Paying Agent in accordance with this Agreement shall also serve as the funds deposited to effect the Series A Preferred Share Redemption, to the extent necessary.
Company Preferred Shares. (a) Promptly following Parent’s request after the date the Proxy Statement is mailed to the stockholders of the Company, the Company shall provide the notice of Fundamental Change (the “Fundamental Change Notice”) contemplated by Section 8(k)(iv) of the Articles Supplementary relating to the Company Series A Preferred Stock (the “Series A Articles Supplementary”) to the holders of Company Series A Preferred Stock and the Company’s transfer agent. The Fundamental Change Notice shall be prepared by Parent, in form and substance reasonably approved by the Company, and shall specify a Fundamental Change Conversion Date (as defined in the Series A Articles Supplementary) that is 15 days after the date on which the Company gives such notice (or any subsequent date prior to the Closing Date designated by Parent prior to the Closing Date) and shall include the other information required by Section 8(k)(iv) of the Series A Articles Supplementary. Concurrently with or following delivery of the Fundamental Change Notice, at Parent’s request, the Company shall deliver a notice of redemption (the “Series A Redemption Notice”) contemplated by Section 5(c)(i) of the Series A Articles Supplementary to the holders of record of Company Series A Preferred Stock. The Series A Redemption Notice shall be prepared by Parent, in form and substance reasonably approved by the Company, and shall state that if the holder of Company Series A Preferred Stock chooses not to exercise the special conversion right described in the Fundamental Change Notice, each share of Company Series A Preferred Stock held by such holder immediately prior to the Company Merger Effective Time shall be redeemed in the Company Merger on the Closing Date through the payment of an amount, without interest, equal to the greater of (i) the Fundamental Change Redemption Price (as defined in the Series A Articles Supplementary) and (ii) the product of (x) the Per Company Common Share Merger Consideration multiplied by (y) the number of Company Common Shares issuable upon conversion of one Company Series A Preferred Share pursuant to Section 8(k)(ii) of the Series A Articles Supplementary if a holder of one Company Series A Preferred Share were to convert such Company Series A Preferred Share on the Fundamental Change Conversion Date specified in the Fundamental Change Notice (such greater amount, the “Per Company Series A Preferred Share Merger Consideration”), conditioned on the occurrence of the Closing. The Se...
Company Preferred Shares. “Company Preferred Shares” shall mean the Company Class A Preferred Shares and Company Class B Preferred Shares.
