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Common use of Designation and Number of Shares Clause in Contracts

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series B Convertible Preferred Stock” (the “Series B Preferred Stock”). The number of authorized shares constituting the Series B Preferred Stock shall be [___]. That number from time to time may be increased or decreased (but not below the number of shares of Series B Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof, and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series B Preferred Stock.

Appears in 3 contracts

Samples: Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.), Series B Convertible Preferred Stock Purchase Agreement (Comscore, Inc.)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series B Convertible A Preferred Stock” (the “Series B A Preferred Stock”). The number of authorized shares constituting the Series B A Preferred Stock shall be [___]50,000,000. That number from time to time may be increased (but not above the total number of authorized shares of Preferred Stock) or decreased (but not below the number of shares of Series B A Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof, thereof and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series B A Preferred Stock.

Appears in 2 contracts

Samples: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series B A Convertible Preferred Stock” (the “Series B A Preferred Stock”). The number of authorized shares constituting the Series B A Preferred Stock shall be [___]1,500,000. That number from time to time may be increased or decreased (but not below the number of shares of Series B A Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof, thereof and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series B A Preferred Stock.

Appears in 2 contracts

Samples: Investment Agreement (KAR Auction Services, Inc.), Investment Agreement (KAR Auction Services, Inc.)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series B A Convertible Preferred Stock” (the “Series B A Preferred Stock”). The number of authorized shares constituting the Series B A Preferred Stock shall be [___]1,000,000. That number from time to time may be increased or decreased (but not below the number of shares of Series B A Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof, thereof and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series B A Preferred Stock.

Appears in 2 contracts

Samples: Investment Agreement (US Foods Holding Corp.), Investment Agreement (CommScope Holding Company, Inc.)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series B A Convertible Preferred Stock” (the “Series B A Preferred Stock”). The number of authorized shares constituting the Series B A Preferred Stock shall be [___]200,000. That number from time to time may be increased or decreased (but not below the number of shares of Series B A Preferred Stock then outstanding) by (a) further resolution duly adopted by the Board, or any duly authorized committee thereof, thereof and by (b) the filing of a an amendment to this certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series B A Preferred Stock.

Appears in 1 contract

Samples: Investment Agreement (Knoll Inc)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series B A Convertible Preferred Stock” (the “Series B A Preferred Stock”). The number of authorized shares constituting the Series B A Preferred Stock shall be [___]100,000. That number from time to time may be increased or decreased (but not below the number of shares of Series B A Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof, and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series B A Preferred Stock.

Appears in 1 contract

Samples: Investment Agreement (Cepton, Inc.)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series B [__] Convertible Preferred Stock” (the “Series B [__] Preferred Stock”). The number of authorized shares constituting the Series B [__] Preferred Stock shall be [___]. That number from time to time may be increased or decreased (but not below the number of shares of Series B Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof, thereof and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series B [_] Preferred Stock.

Appears in 1 contract

Samples: Standby Equity Purchase Agreement (Aeva Technologies, Inc.)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series B Convertible A Preferred Stock” (the “Series B A Preferred Stock”). The number of authorized shares constituting the Series B A Preferred Stock shall be [___]2,250,000. That number from time to time may be increased or decreased (but not below the number of shares of Series B A Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof, thereof and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series B A Preferred Stock.. 0000-0000-0000.6 0000-0000-0000.13

Appears in 1 contract

Samples: Investment Agreement (eHealth, Inc.)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series B Convertible Preferred Stock” (the “Series B Preferred Stock”). The number of authorized shares constituting the Series B Preferred Stock shall be [___]1,000,000. That number from time to time may be increased or decreased (but not below the number of shares of Series B Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof, thereof and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series B Preferred Stock.

Appears in 1 contract

Samples: Investment Agreement (Coty Inc.)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series B A Convertible Perpetual Preferred Stock” (the “Series B A Preferred Stock”). The number of authorized shares constituting the Series B A Preferred Stock shall be [___]50,000. That number from time to time may be increased or decreased (but not below the number of shares of Series B A Preferred Stock then outstanding) by further resolution duly adopted by the Board, or any duly authorized committee thereof, thereof and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series B A Preferred Stock.

Appears in 1 contract

Samples: Investment Agreement (GoHealth, Inc.)

Designation and Number of Shares. The shares of such series of Preferred Stock shall be designated as “Series B A Convertible Preferred Stock” (the “Series B A Preferred Stock”). The number of authorized shares constituting the Series B A Preferred Stock shall be [___]500,000. That number from time to time may be increased or decreased (but not below the number of shares of Series B A Preferred Stock then outstandingoutstanding and subject to Section 13(b)(iii)) by further resolution duly adopted by the Board, or any duly authorized committee thereof, thereof and by the filing of a certificate pursuant to the provisions of the DGCL stating that such increase or decrease, as applicable, has been so authorized. The Company shall not have the authority to issue fractional shares of Series B A Preferred Stock.

Appears in 1 contract

Samples: Investment Agreement (Box Inc)