Number; Designation; Rank. (a) This series of convertible participating Preferred Stock is designated as the “Series C Convertible Preferred Stock” (the “Series C Preferred Stock”). The number of shares constituting the Series C Preferred Stock is 100,000 shares, par value $0.001 per share. (b) The Series C Preferred Stock ranks, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Company: (i) senior in preference and priority to the common stock of the Company, par value $0.001 per share (the “Common Stock”), the series of Preferred Stock of the Company that is designated as “Series A Participating Preferred Stock”, par value $0.001 per share (the “Series A Preferred Stock”) and each other class or series of Equity Security (as defined in SECTION 8(s)) of the Company the terms of which do not expressly provide that it ranks senior in preference or priority to or on parity, without preference or priority, with the Series C Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively with the Common Stock, the “Junior Securities”); (ii) on parity, without preference and priority, with the series of Preferred Stock of the Company that is designated as “Series B Convertible Preferred Stock”, par value $0.001 per share (the “Series B Preferred Stock”) and each other class or series of Equity Security of the Company, the terms of which expressly provide that it will rank on parity, without preference or priority, with the Series C Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively, the “Parity Securities”), and (iii) junior in preference and priority to each other class or series of Equity Security of the Company the terms of which expressly provide that it will rank senior in preference or priority to the Series C Preferred Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Company (collectively, the “Senior Securities”).
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Samples: Securities Purchase Agreement (Elevation Partners, L.P.)
Number; Designation; Rank. (a) This series of convertible participating Preferred Stock preferred stock is designated as the “"Series C A Participating Convertible Preferred Stock” " (the “"Series C A Preferred Stock”"). The maximum number of shares constituting the Series C A Preferred Stock is 100,000 400,000 shares, par value $0.001 0.01 per share.
(b) The Series C A Preferred Stock ranks, with respect to dividend the payment of dividends, redemption payments, rights and rights (including as to the distribution of assets upon liquidation, dissolution or winding winding-up of the Company) or otherwise:
(i) senior in preference and priority to the common stock of the Company, par value $0.001 per share (the “Common Stock”), the series of Preferred Stock of the Company that is designated as “Series A Participating Preferred Stock”, par value $0.001 per share (the “Series A Preferred Stock”) and each other class or series of Equity Security (as defined in SECTION 8(s)) Capital Stock of the Company Company, except for any class or series of Capital Stock hereafter issued in compliance with the terms hereof and the terms of which do not expressly provide that it ranks will rank senior in preference or priority to or on parity, without preference or priority, with the Series C A Preferred Stock with respect to dividend the payment of dividends, redemption payments, rights or rights (including as to the distribution of assets) upon liquidation, dissolution or winding winding-up of the Company Company, or otherwise (collectively with the Common Stock, the “"Junior Securities”");
(ii) on parity, without preference and priority, with the series of Preferred Stock of the Company that is designated as “Series B Convertible Preferred Stock”, par value $0.001 per share (the “Series B Preferred Stock”) and each other class or series of Equity Security Capital Stock of the Company, Company hereafter issued in compliance with the terms hereof and the terms of which expressly provide that it will rank on parity, without preference or priority, with the Series C A Preferred Stock with respect to dividend the payment of dividends, redemption payments, rights or rights (including as to the distribution of assets) upon liquidation, dissolution or winding winding-up of the Company Company, or otherwise (collectively, the “"Parity Securities”"), ; and
(iii) junior in preference and priority to each other class or series of Equity Security Preferred Stock or any other Capital Stock of the Company hereafter issued in compliance with the terms hereof and the terms of which expressly provide that it will rank senior in preference or priority to the Series C A Preferred Stock with respect to dividend the payment of dividends, redemption payments, rights or rights (including as to the distribution of assets) upon liquidation, dissolution or winding winding-up of the Company or otherwise (collectively, the “"Senior Securities”").
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Samples: Securities Purchase Agreement (Harbinger Group Inc.)
Number; Designation; Rank. (a) This series of convertible participating Preferred Stock Shares is designated as the “Series C A Participating Convertible Preferred StockShares” (the “Series C A Preferred StockShares”). The number of shares constituting the Series C Preferred Stock is 100,000 shares, par value $0.001 per share.
(b) The Series C A Preferred Stock ranksShares rank, with respect to dividend the payment of dividends, redemption payments, rights and rights (including as to the distribution of assets upon liquidation, dissolution or winding winding-up of the Company) or otherwise:
(i) senior in preference and priority to the common stock of the Company, par value $0.001 per share (the “Common Stock”), the series of Preferred Stock of the Company that is designated as “Series A Participating Preferred Stock”, par value $0.001 per share (the “Series A Preferred Stock”) Shares and each other class or series of Equity Security (as defined the shares, except for any class or series of shares hereafter issued in SECTION 8(s)) of compliance with the Company terms hereof and the terms of which do not expressly provide that it ranks will rank senior in preference or priority to or on parity, without preference or priority, with the Series C A Preferred Stock Shares with respect to dividend the payment of dividends, redemption payments, rights or rights (including as to the distribution of assets) upon liquidation, dissolution or winding winding-up of the Company Company, or otherwise (collectively with the Common StockShares, the “Junior Securities”);
(ii) on parity, without preference and priority, with the series of Preferred Stock of the Company that is designated as “Series B Convertible Preferred Stock”, par value $0.001 per share (the “Series B Preferred Stock”) and each other class or series of Equity Security of shares hereafter issued in compliance with the Company, terms hereof and the terms of which expressly provide that it will rank on parity, without preference or priority, with the Series C A Preferred Stock Shares with respect to dividend the payment of dividends, redemption payments, rights or rights (including as to the distribution of assets) upon liquidation, dissolution or winding winding-up of the Company Company, or otherwise (collectively, the “Parity Securities”), ; and
(iii) junior in preference and priority to each other class or series of Equity Security of Preferred Shares or any other shares hereafter issued in compliance with the Company terms hereof and the terms of which expressly provide that it will rank senior in preference or priority to the Series C A Preferred Stock Shares with respect to dividend the payment of dividends, redemption payments, rights or rights (including as to the distribution of assets) upon liquidation, dissolution or winding winding-up of the Company or otherwise (collectively, the “Senior Securities”).. Americas 93504087 (2K)
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Number; Designation; Rank. (a) This series of convertible participating Preferred Stock Shares is designated as the “Series C A Participating Convertible Preferred StockShares” (the “Series C A Preferred StockShares”). The number of shares constituting the Series C Preferred Stock is 100,000 shares, par value $0.001 per share.
(b) The Series C A Preferred Stock ranksShares rank, with respect to dividend the payment of dividends, redemption payments, rights and rights (including as to the distribution of assets upon liquidation, dissolution or winding winding-up of the Company) or otherwise:
(i) senior in preference and priority to the common stock of the Company, par value $0.001 per share (the “Common Stock”), the series of Preferred Stock of the Company that is designated as “Series A Participating Preferred Stock”, par value $0.001 per share (the “Series A Preferred Stock”) Shares and each other class or series of Equity Security (as defined the shares, except for any class or series of shares hereafter issued in SECTION 8(s)) of compliance with the Company terms hereof and the terms of which do not expressly provide that it ranks will rank senior in preference or priority to or on parity, without preference or priority, with the Series C A Preferred Stock Shares with respect to dividend the payment of dividends, redemption payments, rights or rights (including as to the distribution of assets) upon liquidation, dissolution or winding winding-up of the Company Company, or otherwise (collectively with the Common StockShares, the “Junior Securities”);
(ii) on parity, without preference and priority, with the series of Preferred Stock of the Company that is designated as “Series B Convertible Preferred Stock”, par value $0.001 per share (the “Series B Preferred Stock”) and each other class or series of Equity Security of shares hereafter issued in compliance with the Company, terms hereof and the terms of which expressly provide that it will rank on parity, without preference or priority, with the Series C A Preferred Stock Shares with respect to dividend the payment of dividends, redemption payments, rights or rights (including as to the distribution of assets) upon liquidation, dissolution or winding winding-up of the Company Company, or otherwise (collectively, the “Parity Securities”), ; and
(iii) junior in preference and priority to each other class or series of Equity Security of Preferred Shares or any other shares hereafter issued in compliance with the Company terms hereof and the terms of which expressly provide that it will rank senior in preference or priority to the Series C A Preferred Stock Shares with respect to dividend the payment of dividends, redemption payments, rights or rights (including as to the distribution of assets) upon liquidation, dissolution or winding winding-up of the Company or otherwise (collectively, the “Senior Securities”).
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