Company Series D Preferred Stock. “Company Series D Preferred Stock” shall mean the Series D Convertible Preferred Stock as described in Section 2.3 of this Agreement.
Company Series D Preferred Stock. Each share of Company Series D Preferred Stock issued and outstanding immediately prior to, and contingent upon the occurrence of, the Effective Time (excluding any shares to be canceled pursuant to Section 1.6(c)) will be converted, subject to Sections 1.6(g), 1.6(h), 1.6(i) and 1.7, into and represent the right to receive such number of shares of validly issued, fully paid and nonassessable shares of Parent Common Stock, as is equal to the Company Series D Exchange Ratio, and cash in lieu of any fractional shares of Parent Common Stock to be issued or paid in consideration therefor. Such shares of Parent Common Stock issued pursuant to this Section 1.6(a)(ii) and Section 1.6(a)(i) referred to as the “Merger Consideration”.
Company Series D Preferred Stock. In addition to any payment pursuant to Section 2.01(c)(II)(2)(vi) below, after payment in full of the amounts set forth in Section 2.01(c)(I) above and after payment of Merger Consideration to the Company Series E Preferred Stock but prior to the payment of Merger Consideration to the Company Series A Preferred Stock, the Company Series B Preferred Stock and the Company Series C Preferred Stock, each issued and outstanding share of Company Series D Preferred Stock shall be converted into the right to receive that portion of the Merger Consideration as is equal to the liquidation preference that each share of Company Series D Preferred Stock is entitled to pursuant to the Company Charter, subject to any adjustment contemplated by Sections 2.02 or 2.03 or Article IX of this Agreement.
Company Series D Preferred Stock. Each share of Company Series D Preferred Stock that is outstanding immediately prior to the Effective Time (other than (A) shares of Company Series D Preferred Stock owned by Parent, Merger Sub or the Company, or by any direct or indirect wholly owned Subsidiary of Parent, Merger Sub or the Company, in each case immediately prior to the Effective Time and (B) any Dissenting Company Shares) shall be canceled and extinguished and automatically converted into the right to receive cash in an amount equal to the Series D Per Share Amount, without interest thereon, upon the surrender of the certificate representing such share of Company Series D Preferred Stock in the manner provided in Section 2.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 2.10).
Company Series D Preferred Stock. Subject to Section 2.01(e), each issued and outstanding share of Cumulative Convertible Preferred Stock, Series D, par value $1.00 per share, of the Company (the "COMPANY SERIES D PREFERRED STOCK") outstanding immediately prior to the Effective Time shall remain outstanding as Series D Preferred Stock of the Surviving Corporation and will have such terms as set forth in the Certificate of Designations, Preferences, and Relative, Participating, Optional and Other Special Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof of the Company, dated as of December 8, 1993, pursuant to which they were issued (the "SERIES D CERTIFICATE OF DESIGNATIONS").
Company Series D Preferred Stock. Each share of Company Series D Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) will be cancelled and extinguished and will be converted automatically into the right to receive, upon surrender of the certificate representing such shares of Company Series D Preferred Stock, an amount of cash equal to the sum of the Series D Preferred Preference Per Share plus the Per Share Residual Amount.
Company Series D Preferred Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or any Stockholder, each share of Company Series D Preferred Stock (other than any Dissenting Shares) issued and outstanding immediately prior to the Effective Time 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 D Preferred Stock in the manner provided in SECTION 1.8, the Series D Preferred Stock Amount plus the Participating Stock Amount. Notwithstanding the foregoing, the amount of cash distributable to Stockholders with respect to shares of Company Series D Preferred Stock shall be made and/or reduced accordingly pursuant to (A) the deferred payment provisions of SECTION 1.6(g) hereof and (B) the holdback provisions of SECTION 1.8(b) and ARTICLE VII hereof. -11-
Company Series D Preferred Stock. “Company Series B Preferred Stock” shall have the meaning set forth in Section 1.5.
Company Series D Preferred Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company, any Securityholder, or any other Person, each share of Company Series D Preferred Stock (excluding (A) Cancelled Shares, which shall be treated in the manner set forth in Section 1.3(b)(viii), and (B) Dissenting Shares, which shall be treated in the manner set forth in Section 1.3(b)(ix)) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive, upon the terms and conditions set forth in this Section 1.3 and throughout this Agreement (including the establishment of the Indemnity Escrow Fund pursuant to Section 2.3(c), the indemnification provisions set forth in Article IX, and delivery of the Exchange Documents in the manner provided in Section 2.3(b)): (1) a number of Acquiror Ordinary Shares equal to the quotient obtained by dividing (x) the sum of (i) the Per Series D Liquidation Preference, plus (ii) the Per Share Closing Participation Amount, by (y) the Acquiror Share Price; (2) a contingent right to receive the Per Share Adjustment Consideration; (3) an amount in cash, without interest, equal to the Per Share Expense Contribution (which shall be deposited with the Securityholder Representative in accordance with, and subject to the terms of Section 2.3(d)); and (4) subject to Section 1.3(g), an amount in cash, without interest, equal to (i) the Euro Par Value, multiplied by (ii) the number of Acquiror Ordinary Shares issuable in respect of such share of Company Series D Preferred Stock pursuant the foregoing clauses (1) and (2).
Company Series D Preferred Stock. Subject to Section 1.6(g) hereof, each share of Company Series D Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted automatically into a number of shares of Parent Common Stock equal to the quotient obtained by dividing the Series D Preferred Preference Per Share by the Average Parent Share Price.
