Junior Preferred Stock. If the Corporation shall at any time after the record date for the initial distribution of the Corporation's Preferred Stock Purchase Rights pursuant to the Rights Agreement between the Corporation and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Declaration Date"), (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount to which holders of shares of Series A Junior Preferred Stock were entitled immediately prior to such event under clause (b) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
Junior Preferred Stock. If, at any time following the exercise of all or part of the MW Options, MW and his Permitted Transferees own a number of shares of Junior Preferred Stock constituting a majority of the outstanding shares of Junior Preferred Stock, then, so long as the GEI Parties own 50% of the shares of Junior Preferred Stock owned by GEI Parties immediately following the effective time of the Merger, the Company shall not take any action requiring the approval, vote or consent of the holders of Junior Preferred Stock (including any amendment to the Certificate of Incorporation of the Company requiring any such approval, vote or consent) unless such action is approved by the holders of at least 66.6% of the outstanding Junior Preferred Stock.
Junior Preferred Stock. DESIGNATION AND AMOUNT. The shares of such series shall be designated as "Cumulative Participating Junior Preferred Stock (Series 2000)" (the "Junior Preferred Stock") and the number of shares constituting the Junior Preferred Stock shall be 500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; PROVIDED, that no decrease shall reduce the number of shares of Junior 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 or upon the conversion of any outstanding securities issued by the Corporation convertible into Junior Preferred Stock.
Junior Preferred Stock. The Junior Preferred Stock is not entitled to receive or participate in any dividends, and no dividends shall be paid thereon.
Junior Preferred Stock. 19 Laws ..................................................................66 LNA ..................................................................53 Material Adverse Effect on MergeCo............................................39 Material Adverse Effect on the Company........................................18
Junior Preferred Stock. As of the Effective Time, Bayer will be the only holder of Junior Preferred Stock. So long as Bayer, any of its Permitted Transferees or any of its transferees which becomes a party to this Agreement pursuant to Section 3.06 holds outstanding shares of Junior Preferred Stock, the Company will not issue shares of Junior Preferred Stock to any Person other than Bayer.
Junior Preferred Stock. The Allocation Schedule, the Capital Expenditures Schedule, the Production Capacity Schedule and the Yield Schedule, as each such term is defined in the Junior Preferred Stock Designations, are set forth in Exhibit F, Exhibit G, Exhibit H and Exhibit I, respectively. Solely for purposes of illustrating the various calculations set forth in the Junior Preferred Stock Designations, and not intending to limit any of the terms and conditions thereof, set forth in Appendix I are examples of calculations of the Liquidation Value, Special Liquidation Value and Deemed Liquidation Value, and related amounts, under the scenarios described therein.
Junior Preferred Stock. The shares of Series A-1 Junior Preferred Stock are referred to herein as the "Series A-1
Junior Preferred Stock. To the extent the Base Merger Consideration exceeds the Senior Preferred Merger Consideration, each holder of Series A Preferred Stock and Series B Preferred Stock shall be entitled to receive (whether upon consummation of the Merger or upon the release of the portion thereof held as Reserve Amount or Escrow Amount), upon the delivery of a duly executed Letter of Transmittal, with respect to each share of Series A Preferred Stock and/or Series B Preferred Stock, respectively, held by such Company Stockholder immediately prior to the Effective Time, ratably in accordance with the Company Charter in proportion to the aggregate unpaid Junior Liquidation Preference (as defined in the Company Charter) on all outstanding shares of Series A Preferred Stock and Series B Preferred Stock (the aggregate amount payable to all holders of Series A Preferred Stock and Series B Preferred Stock under this Section 2.4(c)(ii), the “Junior Preferred Merger Consideration”, and together with the Senior Preferred Merger Consideration, the “Preferred Stock Merger Consideration”).
Junior Preferred Stock. In ----------------------------------------------------------------- the event that the terms of any funding by the Company during the period beginning on the date hereof and ending on the date of the earliest to occur of (i) the second anniversary of the First Exchange, (ii) the raising by the Company after January 21, 2002 of proceeds of equity financing aggregating at least an additional $7.5 million in addition to the proceeds of the financings contemplated by (A) the Jona SPA (other than the proceeds of exercise of warrants issued to Jona, Inc. to the extent such proceeds constitute "additional proceeds" under item (ii) of Section 4.12 of the Jona SPA and (B) the Exchange Agreement or (iii) the Closing Bid Price (as defined in the Series D Articles of Amendment) has exceeded $3.00 for thirty (30) consecutive Trading Days following the effective date of the registration statement filed pursuant to Section 4.6.3 hereof is at an effective offering price ("Effective Price") of --------------- less than $1.00 per share of Common Stock, in addition to the Conversion Price adjustment as to shares of Series D Junior Preferred Stock then outstanding pursuant to Section 6(a) of the Series D Articles of Amendment, the Company shall issue to CC such number of additional shares of the Company's Series D Junior Preferred Stock as is necessary to cause the value of the total number of shares of the Company's Series D Junior Preferred Stock previously converted, including such additional shares of Series D Junior Preferred Stock, delivered to CC in connection with the Exchange contemplated hereunder and to be delivered in connection with such issuance to be equal to the aggregate Stated Value of the Series D Junior Preferred Stock previously converted, less the amount (if any) received by CC in connection with the sale or other transfer of the Series D Junior Preferred Stock or Common Stock issued upon conversion of the Series D Junior Preferred Stock at a price in excess of $1.00 per share, the value per share of the Series D Junior Preferred Stock being deemed to be the Effective Price. If the securities sold in such offering are securities of the Company which are convertible into the Company's Common Stock and no other securities are sold with such convertible securities and the convertible securities do not provide for the payment of interest or dividends, other than dividends payable equally to all of the Company's securities holders, the conversion price for t...
