Non-Voting Common Stock. 3 Note .........................................................................47 OmniUK .......................................................................51
Non-Voting Common Stock. If IMCG, after conversion of the Preferred Stock or exercise of the Warrants, desires to sell shares of Common Stock, it may be desirable to register such shares under the Securities Act (as defined below). As part of, and as consideration for, the acquisition of shares of the Preferred Stock and the Warrants by IMCG from the Company on the date hereof and from time to time hereafter, the Company hereby grants to IMCG certain registration and other rights with respect to its shares of Common Stock and Non-Voting Common Stock as more fully set forth herein. Accordingly, the parties hereto agree as follows:
Non-Voting Common Stock add authorization to issue non-voting convertible common stock; and add the option for Series C convertible preferred stock to be converted into non-convertible common stock and/or common stock, in a mix at the option of the holder.
Non-Voting Common Stock. (a) SkyTerra shall reserve and keep available for issuance upon and until the exercise of the January Warrants at least such number of its authorized but unissued shares of Non-Voting Common Stock as would be sufficient to exercise the January Warrants in full for shares of Non-Voting Common Stock then issuable pursuant to the January Warrants. SkyTerra shall use its commercially reasonable best efforts to cause its Certificate of Incorporation to be amended to increase the number of shares of Non-Voting Common Stock authorized for issuance thereunder so as to permit the April Warrants to be exercised in full for shares of Non-Voting Common Stock (the “Amendment”). From and after the effective date of the Amendment under Delaware law (the “Effective Date”), SkyTerra shall reserve and keep available for issuance upon and until the exercise of the Warrants at least such number of its authorized but unissued shares of Non-Voting Common Stock as would be sufficient to exercise the Warrants in full for shares of Non-Voting Common Stock then issuable pursuant to the Warrants.
(b) The Purchasers shall, and shall cause all of their Affiliates to, vote in favor of or consent in writing to the Amendment in respect of all shares of Common Stock over which they and their Affiliates have the power to vote.
(c) If, on the First Closing Date and thereafter until (but excluding) the Second Closing Date, SkyTerra does not have at least 7,500,000 shares of Non-Voting Common Stock (such amount to be adjusted to reflect any changes in the amount of shares of Common Stock for which the Warrants may be exercised as a result of the antidilution provisions of the Warrants) authorized but unissued (and not otherwise reserved for issuance), less the number of shares of Common Stock for which Warrants have theretofore been exercised, then, during the period from the First Closing Date to the Effective Date, the rate of interest paid by the Issuers on the Notes pursuant to Section 2 hereof shall increase to 16.50% per annum for a period of 90 days, and to 17.0% thereafter, until the Effective Date.
(d) If, on the Second Closing Date and thereafter until the earlier of the Effective Date and July 1, 2013, SkyTerra does not have at least 25,000,000 shares of Non-Voting Common Stock (such amount to be adjusted to reflect any changes in the amount of shares of Common Stock for which the Warrants may be exercised as a result of the antidilution provisions of the Warrants) authorized but u...
Non-Voting Common Stock. Except as set forth in Article XII, the Non-Voting Common Stock shall in all respects carry the same rights and privileges as Voting Common Stock (including in respect of dividends and in respect of distributions upon any dissolution, liquidation or winding up of the Corporation) and be treated the same as Voting Common Stock (including in any merger, consolidation, share exchange or other similar transaction); provided, that if the Corporation shall in any manner split, subdivide or combine (including by way of a dividend payable in shares of Voting Common Stock or Non-Voting Common Stock) the outstanding shares of Voting Common Stock or Non-Voting Common Stock, the outstanding shares of the other such class of stock shall likewise be split, subdivided or combined in the same manner proportionately and on the same basis per share, and provided further that no dividend payable in Voting Common Stock shall be declared on the Non-Voting Common Stock and no dividend payable in Non-Voting Common Stock shall be declared on the Voting Common Stock, but instead, in the case of a stock dividend, each class of Common Stock shall receive such dividend in like stock.
Non-Voting Common Stock. The holders of Non-Voting Common Stock, as such, shall have no voting power and shall not be entitled to vote on any matter except as otherwise required by law or as otherwise expressly provided for herein. Notwithstanding the foregoing, and in addition to any other vote required by law, the affirmative vote of a majority of the outstanding shares of Voting Common Stock or Non-Voting Common Stock, voting separately as a class, as the case may be, shall be required to amend, alter or repeal (including by merger, consolidation or otherwise) any provision of this Second Amended and Restated Articles of Incorporation that adversely affects the powers, preferences or rights of the Voting Common Stock or Non-Voting Common Stock, respectively, contained herein in a manner that is materially adverse from the effect of such amendment, alteration or repeal on the other class of Common Stock.
Non-Voting Common Stock. The rights and preferences of shares of our non-voting common are substantially the same in all respects to the rights and preferences of shares of our common stock, except that (i) the holders of shares of non-voting common stock are not be entitled to vote, (ii) shares of non-voting common stock are convertible into shares of common stock, and (iii) shares of non-voting common stock are not listed on any stock exchange, including The Nasdaq Capital Market. The following summarizes the rights of holders of our non-voting common stock: ● a holder of non-voting common stock is not entitled to vote on any matter submitted to a vote of the stockholders, however such holders are entitled to prior notice of, and to attend and observe, all meetings of the stockholders; ● subject to preferences that may apply to shares of preferred stock issued and outstanding, the holders of non-voting common stock are entitled to receive lawful dividends as may be declared by the Board on parity in all respects with the holders of common stock, provided that if the holders of common stock become entitled to receive a divided or distribution of shares of common stock, holders of non-voting common stock shall receive, in lieu of the shares of common stock, an equal number of shares of non-voting common stock; ● upon liquidation, dissolution or winding up Pacific Ethanol, the holders of shares of common stock and non-voting common stock will be entitled to receive a pro rata portion of all of our assets remaining for distribution after satisfaction of all our liabilities and the payment of any liquidation preference of any outstanding preferred stock; ● there are no redemption or sinking fund provisions applicable to our non-voting common stock; and ● there are no preemptive rights applicable to our non-voting common stock.
Non-Voting Common Stock. At the Effective Time, each and every share of Bank non-voting common stock, $1.00 par value per share ("Non-Voting Common Stock," together with Voting Common Stock, "Common Stock"), issued and outstanding shall, by virtue of the Merger and without any action on the part of the holders thereof, be exchanged for and converted into the right to receive one share of Holding Company non-voting common stock.
Non-Voting Common Stock. Each share of PHC Non-Voting Common Stock shall be converted into the right to receive 1.91 shares of the Common Stock of the Surviving Corporation.
Non-Voting Common Stock. Subject to the provisions contained in this Section 2.1(b) and in Sections 5.2 and 5.3 hereof, any Major Holder may, from time to time (each, a “Requesting Non-Voting Common Stockholder” and collectively with a Requesting Common Stockholder, a “Requesting Holder”), make a Demand Request that Loral effect the registration under the Securities Act of any specified number of shares of Registrable Non-Voting Common Stock held by the Requesting Non-Voting Common Stockholders (a “Non-Voting Common Stock Demand Registration”); provided, however , that Loral shall in no event be required to effect:
(i) subject to subsection (c) below, more than three (3) Non-Voting Common Stock Demand Registrations in total;
(ii) more than two (2) Non-Voting Common Stock Demand Registrations in any 12-month period;
(iii) subject to Loral’s compliance with its obligations under Article III hereof, any Non-Voting Common Stock Demand Registration during the period commencing with Loral’s issuance of a notice to the Holders pursuant to Section 3.1 hereof of a proposed registration of an Underwritten Offering of equity securities of Loral for its own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan), continuing while Loral uses reasonable efforts to pursue such registered Underwritten Offering, and ending upon the earliest to occur of: (A) forty five (45) days immediately following Loral’s issuance of the notice of such proposed registered Underwritten Offering pursuant to Section 3.1 hereof, unless, within such 45-day period, Loral shall have (x) filed the Registration Statement for such proposed Underwritten Offering, or (y) issued a press release disclosing such proposed Underwritten Offering pursuant to Rule 135 (or its successor) promulgated under the Securities Act thereby enabling the Holders to sell their Registrable Non-Voting Common Stock pursuant to the Shelf Registration Statement; (B) the abandonment, cessation or withdrawal of such proposed registered Underwritten Offering; or (C) 90 days immediately following the effective date of the Registration Statement pertaining to such Underwritten Offering; and
(iv) any Non-Voting Common Stock Demand Registration if the Shelf Registration Statement is then effective, and such Shelf Registration Statement may be utilized by the Requesting Non-Voting Common Stockholder for the offering and sale of any of...
