Common use of Description of Preferred Stock Clause in Contracts

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will be entitled to dividends at the same rate per share as dividends declared on the Company Common Stock and shall be entitled to payment of dividends to the extent dividends are declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive the per share amount paid in respect of a share of Company Common Stock. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right should approximate the economic value of one share of the Company Common Stock.

Appears in 2 contracts

Samples: Rights Agreement (Primus Telecommunications Group Inc), Rights Agreement (Mothers Work Inc)

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Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will be entitled to dividends at the same rate per share as dividends declared on the Company Common Stock and shall be entitled to payment of dividends to the extent dividends are declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive the per share amount paid in respect of a share of Company Common Stock. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution anti-dilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right should approximate the economic value of one share of the Company Common Stock.

Appears in 2 contracts

Samples: Rights Agreement (Interdigital Communications Corp), Rights Agreement (Interdigital Communications Corp)

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will be entitled to dividends at the same rate have a minimum preferential quarterly dividend of $.01 per Unit or any higher per share as dividends declared on the Company Common Stock and shall be entitled to payment of dividends to the extent dividends are dividend declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive a preferred liquidation payment equal to the greater of $.01 per Unit and the per share amount paid in respect of a share of the Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The rights of holders of the Preferred Stock with respect to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock that may be acquired upon the exercise of each Right should approximate the economic value of one share of the Company Common Stock.

Appears in 1 contract

Samples: Rights Agreement (Aerocentury Corp)

Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will not be nonredeemable redeemable and subordinate to will generally rank on par with any other shares outstanding Preferred Stock of preferred stock that may be issued by 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 Stock. 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 Share of Common Stock. Each share of the Preferred Stock will be entitled entitle the holder thereof to dividends at 1,000 votes on all matters submitted to a vote of the same rate per share stockholders of the Company, subject to adjustment under certain circumstances. Except as dividends declared on otherwise provided by law the Company holders of the Preferred Stock, the Common Stock and shall be entitled to payment any other capital stock of dividends to the extent dividends are declared on the Company Common Stockpossessing general voting rights will vote as a single class. In the event of liquidation, an arrearage in payment of two quarterly dividends (regardless of whether declared by the holder Board of a Unit Directors) the Board of Directors will increase by two directors to be elected by the holders of outstanding shares of the Preferred Stock will receive the per share amount paid in respect of a share of Company Common Stock. In the event of On any merger, consolidation or other transaction in which shares of Company Common Stock are is exchanged, each Preferred Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation dividends and votingupon liquidation, and in the event of connection with mergers and consolidations, are protected by customary antidilution anti-dilution provisions. Because of the nature of the Preferred Stock's dividend, Stock dividend and liquidation and voting rights, the economic value of one each Preferred Unit of Preferred Stock that may be acquired issuable upon the exercise of each a Right should approximate the economic value of one a share of the Company Common Stock.

Appears in 1 contract

Samples: Stockholder Rights Agreement (Captec Net Lease Realty Inc)

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Description of Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company. Each Unit of Preferred Stock will be entitled to dividends at the same rate per share as dividends declared on the Company Common Stock and shall be entitled to payment of dividends to the extent dividends are declared on the Company Common Stock. In the event of liquidation, the holder of a Unit of Preferred Stock will receive the per share amount paid in respect of a share of Company Common Stock. In the event of any merger, consolidation or other transaction in which shares of Company Common Stock are exchanged, each Unit of Preferred Stock will be entitled to receive the per share amount paid in respect of each share of Company Common Stock. Each Unit of Preferred Stock will have one vote, voting together with the Company Common Stock. The rights of holders of the Preferred Stock to dividends, liquidation and voting, and in the event of mergers and consolidations, are protected by customary antidilution provisions. Because of the nature of the Preferred Stock's dividend, liquidation and voting rights, the economic value of one Unit of Preferred Stock Stock, that may be acquired upon the exercise of each Right should approximate the economic value of one share of the Company Company's Common Stock.

Appears in 1 contract

Samples: Rights Agreement (Intelligent Electronics Inc)

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