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. Each share of Preferred Stock will have a preferential quarterly dividend of the greater of (i) $1.00 per share, and (ii) an amount equal to 1,000 times the aggregate per share amount of any dividend declared on the Common Stock, other than a dividend payable in Common Stock or a subdivision of the outstanding Common Stock.
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. 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.
2. In the event that the Board of Directors elects to pay dividends in shares of Class A Common Stock, the market price per share of Class A Common Stock at any date shall be deemed to be the average of the daily closing prices for the ten consecutive business days next preceding the day in question. The closing price for each day shall be the last sales price regular way or, in case no sale takes place on such day, the average of the closing bid and asked prices as furnished by any two firms selected in good faith from time to time by the Corporation for that purpose.
3. The holders of Convertible Preferred Stock are not entitled to vote on any matter voted on by stockholders of the Corporation. Holders of Convertible Preferred Stock do not have cumulative voting rights in electing directors and have no subscription or preemptive rights.
4. In the event of any liquidation, dissolution or other winding-up of the Corporation, whether voluntary or involuntary, the holders of the Convertible Preferred Stock shall be entitled to receive, before any distribution or payment is made upon any stock ranking junior to the Convertible Preferred Stock, $10 per share in cash, together with an amount in cash equal to all accrued and unpaid dividends thereon to the date of distribution or payment.
(a) Any share or shares of Convertible Preferred Stock may be converted on and after the date of issue, at the option of the holder thereof, in the manner hereinafter provided, into fully paid and non-assessable shares of Class A Common Stock; provided, however, that on any liquidation of the Corporation, the right of conversion shall terminate at the close of business on the date fixed for the initial payment of distributable amounts on the Convertible Preferred Stock.
(b) The conversion rate shall be ten share(s) of Class A Common Stock for each share of ...
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. 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. 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.
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.
(b) The Company shall have amended its organizational documents to eliminate all future accruals of dividends on its Cumulative Convertible Preferred Stock except to the extent such Cumulative Convertible Preferred Stock is entitled to participate on a pari passu basis with respect to dividends declared on Common Stock, based on the number of shares of Common Stock into which such Cumulative Convertible Preferred Stock is convertible.
Cumulative Convertible Preferred Stock. All of the issued and outstanding shares of BANC ONE's capital stock are duly authorized, validly issued, fully paid, nonassessable and subject to no pre-emptive rights. Since March 31, 1995 BANC ONE has issued approximately 412,000 additional shares of BANC ONE Common and has issued no additional shares of preferred stock.
