DESCRIPTION OF PREFERRED SHARES Sample Clauses

DESCRIPTION OF PREFERRED SHARES. “Preferred Shares” refers to shares of the Company’s $.01 par value Series C Convertible Preferred Stock (“Preferred Stock”) that are convertible into shares of Company’s $.01 par value common stock (“Common Stock”). The shares of Common Stock into which the Preferred Shares (and any accrued but unpaid dividends thereon) are convertible are referred to herein as the “Common Shares.”

DESCRIPTION OF PREFERRED SHARES. The Preferred Shares that may be acquired upon exercise of the Rights will not be redeemable and will generally rank on par with any other outstanding preferred shares of the Company. Each Unit will have a preferential quarterly dividend of the greater of (i) $.001 per Unit and (ii) an amount equal to any higher dividend per share declared on the Common Shares.

DESCRIPTION OF PREFERRED SHARES. The following description of the terms of our preferred shares is only a summary. This description and the description contained in any prospectus supplement is subject to, and qualified in its entirety by reference to, our certificate of incorporation and bylaws, each as amended, each of which has previously been filed with the SEC and which we incorporate by reference as exhibits to the registration statement of which this prospectus is a part, and the BCL. In addition, the specific terms of any series of preferred shares will be described in the applicable prospectus supplement.

DESCRIPTION OF PREFERRED SHARES. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a minimum preferential quarterly dividend payment of $1.00 per share but will be entitled to an aggregate dividend of 100 times the dividend, if any, declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment, if any, made per Common Share. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount, if any, received per Common Share. These rights are protected by customary antidilution provisions. Each Preferred Share will have one vote, voting together with the Common Shares. Because of the nature of the Preferred Shares' dividend and liquidation rights, the value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate, to some degree, the value of one Common Share.

DESCRIPTION OF PREFERRED SHARES. The Preferred Shares purchasable upon exercise of the Rights will be nonredeemable. Each Preferred Share will have a minimum preferential quarterly dividend rate of $1.00 per share, but will be entitled to an aggregate dividend of 100 times the dividend, if any, declared on the Common Shares. In the event of liquidation, the holders of the Preferred Shares will receive a preferential liquidation payment of $100 per share, but will be entitled to receive an aggregate liquidation payment equal to 100 times the payment made per Common Share. Each Preferred Share will have one hundred votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share.

DESCRIPTION OF PREFERRED SHARES. Each share of the newly designated Preferred shares to be issued pursuant to this agreement shall be designated as $4.00 Series A Convertible Preferred stock, and shall provide for a 5% annual stock dividend to be paid quarterly in common shares, at the average closing price of common shares for the twenty

DESCRIPTION OF PREFERRED SHARES. The Preferred Shares that may be acquired upon exercise of the Rights will not be redeemable and will generally rank on par with any other outstanding preferred shares of the Company. Each Preferred Unit will have a preferential quarterly dividend of the greater of (i) $.001 per Preferred Unit and (ii) an amount equal to any higher dividend per share declared on the Common Shares. If the Company liquidates, each holder of a Preferred Unit will receive a preferred liquidation payment equal to the greater of (i) $1.00 per Preferred Unit and (ii) an amount equal to the amount distributed on each Common Share. The Preferred Shares vote with the Common Shares on matters presented to the holders of the Common Shares (such as the election of directors). However, each Preferred Unit only has 1/1000th of a vote on matters presented to holders of the Common Shares, while each Common Share has one vote per share on all such matters. In addition, the Preferred Shares have the right to vote together as a class on certain limited matters as required by law. On any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Unit will be entitled to receive the per share amount paid in respect of each Common Share. The rights of holders of the Preferred Shares to dividends and upon liquidation, and in connection with mergers and consolidations, are protected by customary anti-dilution provisions. Because of the nature of the Preferred Shares’ dividend and liquidation rights, the economic value of each Preferred Unit issuable upon the exercise of a Right should approximate the economic value of a Common Share. Jxxxx X. Xxxxxxx, President, and Kxxxxxx X. Xxxxxxx, Secretary, of Mxxxxx’x Foods, Inc., an Ohio corporation (the “Company”), do hereby certify that at a meeting of the Board of Directors of the Company held on April 8, 1999, the following resolution to amend the Amended Articles of Incorporation, as amended, of the Company was adopted pursuant to the authority granted by Section 1701.70(B)(1) of the Ohio Revised Code: RESOLVED, that the Amended Articles of Incorporation, as amended, of the Company be, and they hereby are, amended by adding at the end of Division B of Article FOURTH a new Section 5 that reads as follows:

DESCRIPTION OF PREFERRED SHARES. The Company is authorized to issue 1,000,000 Class A Preferred Shares, 8,000,000 Class B Preferred Shares, 8,000,000 Class C Preferred Shares, 8,000,000 Class D Preferred Shares, 4,000,000 Class E Preferred Shares, 4,000,000 Class F Preferred Shares, 4,000,000 Class G Preferred Shares and 4,000,000 Class H Preferred Shares. As of November 30, 2023, no preferred shares were outstanding. In this section, the terms “we,” “our” and “us” refer to the Company and not the Operating Partnership. The following description of our preferred shares sets forth certain general terms and provisions of the preferred shares to which any prospectus supplement may relate. The statements below describing the preferred shares are in all respects subject to and qualified in their entirety by reference to the applicable provisions of our charter. Subject to limitations prescribed by North Carolina law and our charter, the board of directors shall determine, in whole or in part, the preferences, limitations and relative rights of any class or series of our preferred shares, including such provisions as may be desired concerning voting, redemption, dividends, dissolution or the distribution of assets, conversion, and such other subjects or matters as may be determined by the board of directors. Such determination by the board of directors is subject to the following limitations: (1) the shares of any such other class of preferred shares may rank on parity with or junior to Class A Preferred Shares and Class C Preferred Shares but may not have rights or preferences with respect to distributions or to dissolution that are prior or superior to the Class A Preferred Shares and Class C Preferred Shares and (2) the preferences, limitations and relative rights of such other class of preferred shares shall not otherwise alter or abolish a preferential right of the Class A Preferred Shares, Class B Preferred Shares or of the Class C Preferred Shares. The prospectus supplement relating to the preferred shares offered thereby will include specific terms of any preferred shares offered, including, if applicable:

DESCRIPTION OF PREFERRED SHARES. The statements set forth under the heading “Description of Shares” in the Preliminary Prospectus and the Prospectus, insofar as such statements purport to summarize certain provisions of the Securities and the Amended and Restated Operating Agreement of the Company (as amended on the date hereof), provide a fair summary of such provisions. The statements set forth under the heading “Description of the Series A LLC Preferred Shares” in the Preliminary Prospectus and the Prospectus insofar as such statements purport to summarize certain provisions of the Securities and the Amended and Restated Operating Agreement of the Company (as amended, and including the Share Designation of the Series A LLC Preferred Shares (the “Certificate of Designation”), the “Operating Agreement”) provide a fair summary of such provisions.