Cumulative Convertible Preferred Stock. As of March 31, 1999, there were outstanding (i) 39,060,814 shares of Common Stock and employee and director options to purchase an aggregate of 839,471 shares of Common Stock (of which options to purchase an aggregate of 405,934 shares of Common Stock were exercisable) and (ii) 3,200,000 shares of Preferred Stock. All outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable.
Cumulative Convertible Preferred Stock. Upon the Effective Date, each of the issued and outstanding shares of Series A Preferred Stock of the Colorado Company and all rights in respect thereof shall be converted into one fully paid and nonassessable share of Class A Preferred Stock of the Oklahoma Company, and each certificate nominally representing shares of Series A Preferred Stock of the Colorado Company shall for all purposes be deemed to evidence the ownership of a like number of shares of Class A Preferred Stock of the Oklahoma Company. The holders of such certificates shall not be required immediately to surrender the same in exchange for certificates of Class A Preferred Stock of the Oklahoma Company; provided, however, that as certificates nominally representing shares of Series A Preferred Stock of the Colorado Company are surrendered for transfer, the Oklahoma Company will cause to be issued certificates representing shares of Class A Preferred Stock of the Oklahoma Company and, at any time upon surrender by any holder of certificates nominally representing shares of Series A Preferred Stock of the Colorado Company, the Oklahoma Company will cause to be issued therefor certificates for a like number of shares of Class A Preferred Stock of the Oklahoma Company.
Cumulative Convertible Preferred Stock. The initial series of Preferred Stock shall be comprised of ______ shares and shall be designated 7% Cumulative Convertible Preferred Stock (the "7% Preferred Stock"). The rights, preferences, privileges and restrictions granted to or imposed upon the 7% Cumulative Convertible Preferred Stock, are as follows.
Cumulative Convertible Preferred Stock. Ladies and Gentlemen: Reference is made to the Agreement, dated May 28, 2004 (the “Agreement”), by and between The Princeton Review, Inc., a Delaware corporation (“the Company”), and Fxxxxxxx International, Ltd., a company organized under the laws of Bermuda (“Fxxxxxxx”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Agreement. The Company acknowledges that Prides Capital Fund I, L.P. or its affiliates (“Prides”) may acquire the 6,000 shares of Series B-1 Preferred Stock outstanding (the “Shares”) on or about the date hereof from Bear, Sxxxxxx & Co. Inc. or its affiliates (“Bear”) and/or assume the rights and obligations of Bear pursuant to the Agreement, including the Fxxxxxxx Rights, based in part upon the Company’s representations and warranties and covenants contained herein. In connection therewith, and in order to induce Prides to acquire such securities, the parties agree as follows:
Cumulative Convertible Preferred Stock. Any shares of 5% Cumulative Convertible Preferred Stock that are redeemed or otherwise acquired by the Corporation will be canceled and will not be reissued, sold or transferred.
Cumulative Convertible Preferred Stock. Lenders hereby consent to the redemption of 48,070 shares of the Company's $1.30 Cumulative Convertible Preferred Stock at the aggregate redemption price of $481,000, plus any accrued and unpaid dividends thereon otherwise permitted to be paid by the Company under the Credit Agreement, and waive any Default or Event of Default arising from such redemption.
Cumulative Convertible Preferred Stock. To the extent permitted by law, the Corporation may at its option by resolution of its Board of Directors redeem the 8.5% Cumulative Convertible Preferred Stock in whole, or in part, at the Redemption Price. If less than all of the outstanding 8.5% Cumulative Convertible Preferred Stock is to be redeemed, the redemption shall be in such amount and by such method (which need not be by lot or pro rata), and subject to such other provisions, as may from time to time be determined by the Board of Directors.
Cumulative Convertible Preferred Stock. (a) The Company shall have converted all the accrued and unpaid dividends on its Cumulative Convertible Preferred Stock to Common Stock at $5.00 per share and on the Closing Date there shall be no accrued and unpaid dividends on the Cumulative Convertible Preferred Stock.
Cumulative Convertible Preferred Stock. 1. The Convertible Preferred Stock shall entitle the holders thereof to receive, as and when declared by the Board of Directors, out of the funds and other assets of the Corporation legally available therefor, and the Corporation shall be bound to pay thereon, dividends cumulative from the date of issue, at the rate of $.50 per share payable at the discretion of the Board of Directors in cash or shares of Class A Common Stock valued at the lower of $1.00 per share of Class A Common Stock or the market price on the date of declaration. Dividends shall be payable, if declared by the Board of Directors, on April 1 of each year.
Cumulative Convertible Preferred Stock. The Corporation 7.00% Cumulative Convertible Preferred Stock issued to any holder of 7.00% Cumulative Convertible Preferred Units pursuant to Section 6 hereof shall be deemed "Registrable Securities" for purposes of Section 9.6 of the Partnership Agreement, subject to the limitations and qualifications contained in Section 9.6 of the Partnership Agreement unless the holder of such 7.00% Cumulative Convertible Preferred Units is party to a registration rights agreement pursuant to Section 5.06 of the Portfolio Agreement, in which case such holder exclusively shall have the rights set forth therein.
