Cumulative Preferred Stock. Each share of 7.48% Cumulative Preferred Stock, Series D of the Company, par value $1.00 per share (the "Series D Preferred Shares"), and $6.75 Cumulative Preferred Stock, Series E of the Company, par value $1.00 per share (the "Series E Preferred Shares" and together with the Series D Preferred Shares, the "Cumulative Preferred Shares" and the Cumulative Preferred Shares, together with the Convertible Preferred Shares and the Junior Participating Preferred Stock, Series A of the Company, par value $1.00 per share, the "Preferred Shares"), which immediately prior to the Effective Time is issued and outstanding shall remain outstanding and shall be entitled to the same dividend and other relative rights, preferences, limitations and restrictions as are now provided by the Company Charter.
Cumulative Preferred Stock. In compliance with Section 6(A)(i) of the Certificate, Champion hereby represents that the Company has sufficient Registered Common Stock to deliver to the Holder or Holders upon the closing of such conversion. CHAMPION ENTERPRISES, INC. By: ____________________________________ Name: __________________________________ Title: _________________________________ ANNEX K [FORM OF BUSINESS COMBINATION RESTRICTION NOTICE] [date] Fletcher International, Ltd. c/o Fletcher Asset Management, Inc. 22 Eaxx 00xx Street New York, NY 10000 Xxxxxxion: Peter Zayferx Xxxxxxxxx: (000) 000-0000 Xxxximile: (212) 000-0000 Xxdies and Gentlemen: Reference is xxxx xx xxx Xxreement (the "Agreement") dated as of March 29, 2002 by and between Champion Enterprises, Inc. ("Champion") and Fletcher International, Ltd. ("Fletcher") and the Certificate of Rightx xxx Xxeferences of the Series X Xxxxxative Convertible Preferred Stock (the "Certificate"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement and the Certificate. Champion hereby represents that public disclosure has been made of a Business Combination. [It hereby elects, pursuant to Section 6(F) of the Certificate of Rights and Preferences to redeem all outstanding Series C Preferred Shares for cash in the amount of $_____________. It hereby further elects, pursuant to Section 11 of the Agreement to redeem all outstanding Fletcher Rights for cash in the amount of $_______________.] CHAMPION ENTERPRISES, INC. By: ____________________________________ Name: __________________________________ Title: _________________________________ ANNEX L [FORM OF WARRANT] ANNEX M [FORM OF AMENDED AND RESTATED CERTIFICATE OF RIGHTS AND PREFERENCES OF SERIES B-1 CUMULATIVE CONVERTIBLE PREFERRED STOCK OF CHAMPION ENTERPRISES, INC.] ANNEX N [FORM OF CERTIFICATE OF RIGHTS AND PREFERENCES OF SERIES B-2, B-3, ETC. CUMULATIVE CONVERTIBLE PREFERRED STOCK OF CHAMPION ENTERPRISES, INC.] TABLE OF CONTENTS PAGE 1. PURCHASE AND SALE......................................................1
Cumulative Preferred Stock. 8⅛% Series H ($100 par value) The number, designation, relative rights, preferences and limitations of the shares of Cumulative Preferred Stock, 8⅛% Series H (insofar as they supplement the provisions which are applicable to all shares of the Cumulative Preferred Stock, irrespective of series), as fixed by the Board of Trustees before the issuance of such series, are as follows:
Cumulative Preferred Stock. The Company shall have executed and delivered to each Purchaser the certificates representing the shares of Cumulative Preferred Stock set forth below such Purchaser's name on Annex 1.
Cumulative Preferred Stock. The number of shares constituting such series shall be 70,000 and are referred to as the "12.7% Preferred Stock," of which 28,000 shares of 12.7% Preferred --------------------- Stock shall be initially issued, with an additional 42,000 shares reserved for issuance in accordance with paragraph (c)(i) hereof and with the remaining shares issuable as otherwise permitted hereunder or under applicable law. The liquidation preference of the 12.7% Preferred Stock shall be $1,000.00 per share.
Cumulative Preferred Stock. Pursuant to authority conferred upon the Board of Directors by the Certificate of Incorporation, said Board of Directors adopt a resolution providing for the designation and issuance of a series of 15,000 shares of Series D 24% Cumulative Preferred Stock pursuant to action by the Board of Directors dated August 6, 2006, which resolution is as follows: SERIES D 24% CUMULATIVE PREFERRED STOCK
Cumulative Preferred Stock. In lieu of fractional shares, the Corporation may elect to make a cash payment for fractions of a share smaller than one one-thousandth (1/1,000th) of a share or any integral multiple thereof.
Cumulative Preferred Stock. In case of redemption of a part only of the shares of Non-Cumulative Preferred Stock at the time outstanding the redemption may be either pro rata or by lot or by such other means as the Board of Directors of the Association in its discretion shall determine. The Board of Directors shall have full power and authority, subject to the provisions herein contained, to prescribe the terms and conditions upon which shares of the Non-Cumulative Preferred Stock shall be redeemed from time to time. If notice of redemption shall have been duly given, and, if on or before the redemption date specified therein, all funds necessary for such redemption shall have been set aside by the Association, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares called for redemption, so as to be and continue to be available therefor, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, all shares so called for redemption shall no longer be deemed outstanding on and after such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to, receive the amount payable on redemption thereof, without interest. If such notice of redemption shall have been duly given or if the Association shall have given to the bank or trust company hereinafter referred to irrevocable authorization promptly to give such notice, and, if on or before the redemption date specified therein, the funds necessary for such redemption shall have been deposited by the Association with such bank or trust company in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for shares so called for redemption shall not have been surrendered for cancellation, from and after the time of such deposit, all shares so called for redemption shall no longer be deemed to be outstanding and all rights with respect to such shares shall forthwith cease and terminate, except only the right of the holders thereof to receive from such bank or trust company at any time after the time of such deposit the funds so deposited, without interest. The aforesaid bank or trust company shall be organized and in good standing under the laws of the United States of America or any state thereof, shall have capital, surplus and undivided profits aggre...
Cumulative Preferred Stock. The shares of Aon Common Stock to be issued pursuant to this Agreement will upon issuance be validly issued, fully paid, non-assessable and free of preemptive rights and will be free and clear of all Liens except for applicable Liens under this Agreement and the Additional Agreements, applicable Rules of any Governmental Authority (including the Securities Act) and as may arise from any action taken by the Companies prior to the Effective Time or the Xxxx Family Members prior to or after the Effective Time.
Cumulative Preferred Stock. On or before the Closing Date, -------------------------- Holdings shall have issued shares of the Cumulative Preferred Stock providing net Cash proceeds to Company of not less than $101,325,000.
