Company Series B Preferred Stock. Each share of Series B Preferred Stock, par value $0.0001 per share, of the Company (the “Series B Stock”) issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares and any Cancelled Shares, shall be cancelled and extinguished and shall be converted into the right to receive a payment in cash, without interest, as set forth on Schedule 2.1 attached hereto, payable in accordance with the Allocation, to the extent applicable, after surrender of instruments representing such Series B Stock in the manner provided in Sections 2.7 and 2.10
Company Series B Preferred Stock. (a) The Stockholder hereby waives (and hereby consents to) and shall not exercise any rights that the Stockholder, in the Stockholder’s capacity as a holder of Company Series B Preferred Stock, might have under the Charter in respect of any Merger Actions, including any voting rights that the Stockholder might have in respect of any Merger Actions. Notwithstanding the immediately foregoing sentence, the Stockholder:
(i) is not waiving pursuant to this Section 6.1(a) any rights under clauses (a) or (b) of Section 9 of the COD (Negative Covenants), the waiver of and consent to which are the subject of Section 6.1(b); and
(ii) is not waiving pursuant to this Section 6.1(a) any rights under Section 10 of the COD (Redemption Upon Triggering Events), the waiver of and consent to which are the subject of Section 6.1(c).
(b) The Stockholder hereby waives and shall not exercise any of the Stockholder’s rights under the following clauses of Section 9 of the COD (Negative Covenants) (and hereby consents to such actions):
(i) clause (a) with respect to any indebtedness for borrowed money entered into, created, incurred, assumed, guaranteed, or suffered to exist by the Company Entities for which the Stockholder would have otherwise been entitled to exercise rights under such clause (a) to the extent that the aggregate of all such indebtedness (including any imputed interest, penalties, discounts, or premiums) does not exceed $5,000,000 (the entry into, creation of, incurrence of, assumption of, guarantee of, or suffering to exist of any such indebtedness that is subject to the consent and waiver of the Stockholder’s rights set forth in this Section 6.1(b)(i), a “Waived Indebtedness Event”);
(ii) clause (b) to the extent that, in connection with any Waived Indebtedness Event, any Company Entity enters into, creates, incurs, assumes, or suffers to exist any Lien on or with respect to any of such Company Entity’s property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom, but only to the extent that, as of the date of such Waived Indebtedness Event, the fair market value of such property or assets does not exceed the maximum amount of indebtedness that can be entered into, created, incurred, assumed, guaranteed, or suffered to exist with respect to such Waived Indebtedness Event that such Lien secures; and
(iii) clause (g) to the extent such clause (g) relates to any action described in the immediately foregoing clauses (...
Company Series B Preferred Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the First Merger and without any action on the part of any holder of Company Capital Stock, each share of Series B Preferred Stock held by an Accredited Investor (other than any Disregarded Shares) issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and automatically converted into the right to receive:
(A) a fraction of a share of Parent Common Stock equal to (i) the Per Share Series B Stock Amount minus (ii) the Per Share Series B Escrow Share Amount;
(B) an amount of cash equal to (i) the Per Share Series B Cash Amount minus (ii) Per Share Series B Escrow Cash Amount minus (iii) the Per Share Series B Expense Fund Amount; and
(C) a right to receive, at the times and subject to the requirements and contingencies set forth in this Agreement, the portion of the Escrow Shares and Escrow Cash, if any, required to be delivered to the former holder of such share with respect thereto in accordance with Sections 2.5 and 10.7 and the Escrow Agreement, as and when such deliveries are required to be made.
Company Series B Preferred Stock. As of the Effective Time, all shares of Company Common Stock and Company Series B Preferred Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of Company Common Stock or Company Series B Preferred Stock (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration and any cash in lieu of fractional shares to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.02 or 2.04, without interest, or, in the case of Dissenting Shareholders, if any, the rights, if any, accorded under Section 262 of the DGCL.
Company Series B Preferred Stock. As provided by the terms of the Series B Preferred Stock, each holder of outstanding shares of Series B Preferred Stock shall have the right, at its option, to convert any or all of such holder’s shares of Series B Preferred Stock into the Merger Consideration as if such shares had been converted immediately prior to the Effective Time into the number of shares of Company Common Stock into which such shares would then be convertible assuming a Mandatory Conversion Date (as defined in the terms of the Series B Preferred Stock) had occurred and shall be entitled to the same right of election (and proration, subject to the proviso in the third sentence of Section 1.5(c) with respect to proration allocations in respect of holders of Class C Warrants who also hold shares of Series B Preferred Stock) as holders of Company Common Stock. At the Effective Time, and without any action on the part of any holder of a share of Series B Preferred Stock, each share of Series B Preferred Stock that is then outstanding and as to which a conversion election has not been made will remain outstanding and shall convert into preference securities of Purchaser having rights (including, but not limited to, the right of conversion), preferences, privileges and voting powers that, taken as a whole, are not materially less favorable to the holders of the shares of Series B Preferred Stock than the rights, preferences, privileges and voting powers of the Series B Preferred Stock, taken as a whole, immediately prior to the Effective Time (such preference securities, the “Equivalent Preferred Shares”).
Company Series B Preferred Stock. As of the Effective Time, each Company Series B Share that is issued and outstanding immediately prior to the Effective Time (except for Dissenting Shares) shall by virtue of the Merger and without any action on the part of any Party or holder thereof, be cancelled and converted into the right to receive:
(A) an amount in cash equal to the Series B Preference;
(B) an amount in cash equal to the Per Share Net Participation Amount; and
(C) a conditional amount in cash equal to the Per Share Escrow Amount. Notwithstanding the foregoing, in the event that the sum (A), (B) and (C) above is in excess of $4.44, then, in accordance with Section 2(a)(iv) of Article IV of the Restated Articles, each Company Series B Share shall be deemed a "Company Common Share" for purposes of this Section 1.5 and each holder thereof shall be entitled to receive the consideration described in Section 1.5(b)(i) in the manner provided therein.
Company Series B Preferred Stock. “Company Series B Preferred Stock” shall mean the Preferred Stock, Series B, no par value, of the Company.
Company Series B Preferred Stock. Each share of Series B -------------------------------- Preferred Stock of the Company ("Company Series B Preferred Stock") issued and -------------------------------- outstanding immediately prior to the Effective Time (other than shares of Company Series B Preferred Stock held by shareholders of the Company exercising their dissenters' rights under Oregon Law) will be canceled and extinguished and be converted automatically into the right to receive, upon surrender of the certificate representing such share of Company Series B Preferred Stock in the manner provided for in Section 2.2 hereof, a fraction of a share of Parent ----------- Common Stock equal to [______________________].
Company Series B Preferred Stock. On the terms and subject to the conditions set forth in this Agreement and without any action on the part of any Company Stockholder, at the Effective Time each share of Company Series B Stock issued and outstanding immediately prior to the Effective Time and held by the Company Stockholders (other than Dissenting Shares), will be, by virtue of the Merger and without further action on the part of any Company Stockholder, canceled, extinguished and converted into the right to receive as of the Effective Time: (A) an amount payable in cash, as reflected in the Spreadsheet, equal to the Series B Closing Amount Per Share, and (B) any cash disbursements required to be made from the Escrow Fund with respect to such share of Company Series B Preferred Stock to the former holder thereon in accordance with Section 8.3 hereof.
Company Series B Preferred Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Company Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without the need for any further action on the part of Acquirer, Sub, Company or the holder thereof (except as expressly provided herein), be converted into and represent the right to receive the Cash Amount Per Series B Share, without interest.
