Designation and Rank. The designation of such series of the Preferred Stock shall be the Series A Preferred Stock, par value $0.001 per share (the "Series A Preferred Stock"). The maximum number of shares of Series A Preferred Stock shall be 50,000,000. The Series A Preferred Stock shall rank senior to the Company's common stock, par value $0.001 per share (the "Common Stock"), and to all other classes and series of equity securities of the Company which by their terms do not rank senior to the Series A Preferred Stock ("Junior Stock"). The Series A Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Company now or hereafter outstanding.
Designation and Rank. There is hereby established a series of shares of preferred stock, which series of preferred stock shall be designated as the "Noncumulative Convertible Preferred Stock, Series A" (the "Series A Preferred Stock"). The ------------------------ authorized number of shares of Series A Preferred Stock shall be 5,000,000. Each share of Series A Preferred Stock shall have a par value of $1.00 per share and a liquidation preference of $25.00 per share as hereinafter provided. The Series A Preferred Stock shall be superior and prior in rank to all classes of common stock of the Company (collectively, the "Common Stock") ------------ and to all other classes and series of equity securities of the Company now or hereafter authorized, issued or outstanding other than the Series A Preferred Stock and any other class or series of equity securities of the Company that is expressly designated as ranking on a parity with (the "Parity Stock") or senior ------------ to (the "Senior Stock") the Series A Preferred Stock as to either or both of ------------ dividend rights and rights upon liquidation, winding up or dissolution of the Company. The Series A Preferred Stock shall be junior to all creditors of the Company. The Common Stock and all other classes and series of equity securities of the Company that do not constitute Parity Stock or Senior Stock are collectively referred to herein as "Junior Stock." There shall be no limitation ------------ on the number of shares, series or classes of Parity Stock and Junior Stock that may be created or established. The number of shares of Series A Preferred Stock may be increased or decreased from time to time by action of not less than a majority of the members of the board of directors then in office; provided, that no decrease effected -------- solely through such action of the board of directors shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants, if any, to purchase shares of Series A Preferred Stock, or upon the conversion of any outstanding securities issued by the Company that are convertible into shares of Series A Preferred Stock.
Designation and Rank. The series of Preferred Stock shall be designated the --------------------- "Class A Voting Convertible Preferred Stock" ("Class A Convertible Preferred") and shall consist of 15,000 shares. The Class A Convertible Preferred and any other series of Preferred Stock authorized by the Board of Directors of this Corporation are hereinafter referred to as "Preferred Stock" or "Preferred." The Class A Convertible Preferred shall be senior to the common stock and all other shares of Preferred Stock that may be later authorized.
Designation and Rank. (a) The designation of such series of Preferred Stock authorized by this resolution shall be Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The maximum number of shares of Series A Preferred Stock shall be [—]. Shares of the Series A Preferred Stock shall have a liquidation preference equal to the sum of (i) $0.01 per share plus (ii) the Common Stock Equivalent Liquidation Value, as defined in Section 1(b) below. The Series A Preferred Stock shall rank prior to the Company’s Common Stock and to all other classes and series of equity securities of the Company now or hereafter authorized, issued or outstanding (the Common Stock and such other classes and series of equity securities collectively referred to herein as the “Junior Stock”) as to dividend rights and rights upon liquidation, winding up or dissolution of the Company. The Series A Preferred Stock shall be junior to all outstanding debt of the Company. The Series A Preferred Stock shall be subject to the creation of Junior Stock to the extent not expressly prohibited by the Company’s Certificate of Incorporation.
(b) For purposes of this Certificate of Designation, “Common Stock Equivalent Liquidation Value” means an amount equal to (i) the number of shares of Common Stock into which each share of Series A Preferred Stock could then be converted had the stockholders of the Company approved such conversion, multiplied by (ii) the amount that each share of Common Stock would receive in a liquidation (assuming, for purposes of this calculation, that the Series A Preferred Stock had been fully converted into shares of Common Stock immediately prior to such liquidation).
Designation and Rank. The series of Preferred Stock shall be designated the “Series A Convertible Preferred Stock” (“Series A Preferred”) and shall consist of 500,000 shares. The Series A Preferred and any other series of Preferred Stock authorized by the Board of Directors of the Company are hereinafter referred to as “Preferred Stock.” The Series A Preferred shall be senior to the common stock and all other shares of Preferred Stock that may be later authorized.
Designation and Rank. There shall be a subseries of the Preferred Series A Stock designated as the “Series A-1 Convertible Preferred Stock,” and the number of shares constituting such subseries shall be 100. Each share of Series A-1 Convertible Preferred Stock shall have a stated value of $10,000 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction) (the “Stated Value”). The rights, preferences, powers, restrictions and limitations of the Series A-1 Convertible Preferred Stock shall be as set forth herein. With respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (a “Liquidation”), the shares of Series A-1 Convertible Preferred Stock shall rank superior to shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and to all other classes and series of equity securities of the Company now or hereafter outstanding (collectively, with the Common Stock, the “Junior Stock”). The Series A-1 Convertible Preferred Stock shall be subordinate to and rank junior to all indebtedness of the Company now or hereafter outstanding.
Designation and Rank. The designation of such series of the Preferred Stock shall be (i) the Series C-1 Convertible Preferred Stock, par value $.001 per share (the “Series C-1 Preferred Stock”), and the number of shares so designated shall be six hundred (600,000) shares, and (ii) the Series C-2 Convertible Preferred Stock, par value $.001 per share (the “Series C-2 Preferred Stock” and, together with the Series C-1 Preferred Stock, the “Series C Preferred Stock”), and the number of shares so designated shall be three hundred thousand (300,000) shares. The Board of Directors may, subject to the terms hereof, increase or decrease the number of Series C Preferred Stock hereafter, so long as the number of shares of Series C Preferred Stock shall not fall below the number of shares of such series then outstanding. The Series C Preferred Stock shall, with respect to dividend rights and rights on liquidation, dissolution and winding-up, rank senior to all other classes or series of stock, equity or equity-linked securities of the Company (the “Junior Stock”).
Designation and Rank. (a) Ninety thousand (90,000) shares of the preferred stock of the Corporation, par value $0.001 per share, shall be designated and known as the "Series B Preferred Stock."
(b) The Series B Preferred Stock shall rank senior and prior to the common stock, par value U.S.$0.001 per share, of the Corporation (the "Common Stock"), and all other classes or series of the capital stock (other than preferred stock) of the Corporation (now or hereafter authorized or issued), with respect to the payment of any dividends, the conversion rights set forth herein and any payment upon liquidation or redemption. The Series B Preferred Stock shall rank on par with the Series A Preferred Stock of the Corporation with respect to the payment of any dividends, the conversion rights set forth herein and any payment upon liquidation or redemption. The Corporation may not issue any additional classes or series of preferred stock with liquidation, redemption or conversion rights or right of payment of any kind that is senior to the Series B Preferred Stock, except pursuant to Section 12.
Designation and Rank. (a) Sixty-three thousand six hundred thirty-seven (63,637) shares of the preferred stock of the Corporation, par value $0.001 per share, shall be designated and known as the "Series A Preferred Stock."
(b) The Series A Preferred Stock shall rank senior and prior to the common stock, par value U.S.$0.001 per share, of the Corporation (the "Common Stock"), and all other classes or series of the capital stock (other than preferred stock) of the Corporation (now or hereafter authorized or issued), with respect to the payment of any dividends, the conversion rights set forth herein and any payment upon liquidation or redemption. The Corporation may not issue any additional classes or series of preferred stock with liquidation, redemption or conversion rights or right of payment of any kind that is senior to the Series A Preferred Stock, except pursuant to Section 12.
Designation and Rank. All shares of Series E Preferred Stock shall rank equally and be identical in all respects. So long as the Series E Preferred Stock is outstanding, unless consented to by the affirmative vote of 2/3 of the holders of the outstanding Series E Preferred Stock, the Corporation shall not authorize or issue additional equity securities of any kind, including shares of Preferred Stock of any class, series or designation ranking in priority or in parity as to rights and preferences (including in respect of dividends or rights upon liquidation, dissolution or winding-up of the Corporation) with the Series E Preferred Stock now or hereafter authorized including, without limitation, additional shares of Series E Preferred Stock.
