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 lieu of fractional shares, the Company may elect to make a cash payment as provided in that certain Rights Agreement dated as of September 17, 1999, between the Company and Norwest Bank Minnesota, N.A., a national banking association, as rights agent, for fractions of a share smaller than one one-thousandth (1/1,000th) of a share or any integral multiple thereof. BE IT FURTHER RESOLVED, that the statements contained in the foregoing resolution creating and designating the said series of Class A Series 1999-A Cumulative Preferred Stock and issuing the number, limited powers, preferences and relative, optional, participating, and other special rights and the qualifications, limitations, restrictions, and other distinguishing characteristics thereof, effective immediately, shall be deemed to be included in and be a part of the Amended and Restated Certificate of Incorporation of the Company pursuant to the provisions of Sections 104 and 151 of the General Corporation Law of the State of Delaware. Signed on October 20, 1999. ------------------------------------- Patrxxx X. Xxxch Chairman of the Board of Directors, President and Chief Executive Officer EXHIBIT B FORM OF RIGHT CERTIFICATE Certificate No. R- __________ Rights NOT EXERCISABLE AFTER SEPTEMBER 17, 2009 OR EARLIER IF NOTICE OF REDEMPTION IS GIVEN. THE RIGHTS ARE SUBJECT TO REDEMPTION, AT THE OPTION OF CAPTEC NET LEASE REALTY, INC., A DELAWARE CORPORATION (THE "COMPANY") AT $0.01 PER RIGHT ON THE TERMS SET FORTH IN THE STOCKHOLDER RIGHTS AGREEMENT BETWEEN THE COMPANY AND NORWEST BANK MINNESOTA, N.A., AS RIGHTS AGENT, DATED AS OF SEPTEMBER 17, 1999 (THE "RIGHTS AGREEMENT"). THE COMPANY WILL MAIL A COPY OF THE RIGHTS AGREEMENT WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE WITHIN FIVE DAYS AFTER THE RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN SECTION 7(e) OF THE RIGHTS AGREEMENT, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN ASSOCIATE OR AFFILIATE OF AN ACQUIRING PERSON (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. RIGHT CERTIFICATE This certifies that _______________ or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Stockholder Rights Agreement dated as of September 17, 1999 (the "Rights Agreement") between Captec Net Lease Realty, Inc., a Delaware ...
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. 8⅛% Series H ($100 par value)
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. 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. 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. 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. 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. 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.
