OTHER PREFERRED STOCK Sample Clauses

OTHER PREFERRED STOCK. The Board of Directors of the Corporation is authorized, subject to the limitations prescribed by law and the provisions of this Section 4.3, to adopt one or more resolutions to provide for the issuance from time to time in one or more series of any number of shares of Preferred Stock, up to a maximum of nine million five hundred thousand (9,500,000) shares, and to establish the number of shares to be included in each such series, and to fix the designation, relative rights, preferences, qualifications and limitations of the shares of each such series. The authority of the Board of Directors with respect to each such series shall include, but not be limited to, a determination of the following:

OTHER PREFERRED STOCK. [Intentionally Omitted]

OTHER PREFERRED STOCK. The parties hereto acknowledge that, after payment of the aggregate Merger Consideration to the holders of Series E Preferred Stock and the Junior Preferred Stock in accordance with Section 1.7(a)(i), no portion of the Merger Consideration will remain available for payment to the holders of shares of Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock, Series D-1 Preferred Stock, and Series E-X Preferred Stock of the Company (collectively, the “Subordinate Junior Preferred Stock”), and accordingly, each holder of shares of Subordinate Junior Preferred Stock issued and outstanding immediately prior to the Effective Time shall receive $0 for each share of Subordinate Junior Preferred Stock held by such holder.

OTHER PREFERRED STOCK. As of the date hereof, there are no shares of preferred stock outstanding and no shares of preferred stock designated for issuance, other than the Series A Preferred Stock. The Company's Certificate of Incorporation authorizes the issuance of "blank check" preferred stock in one or more classes or series with such designations, rights, preferences and restrictions as may be determined from time to time by the Board of Directors. Accordingly, the Board of Directors may, without prior stockholder approval, issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the relative voting power or other rights of the holders of the Preferred Stock or the Common Stock. Preferred stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. Although the Company has no present intention of issuing any shares of preferred stock, other than the Series A Preferred Stock offered hereby, there can be no assurance that it will not do so in the future. If the Company issues other preferred stock, such issuance may have a dilutive effect upon the common stockholders, and the purchasers of the Series A Preferred Stock offered hereby. Reasons for the Offering and Plan of Distribution Reasons for the Offering Shells is offering the Series A Preferred Stock to certain investors that are "accredited investors" as defined in Rule 501(a) under the Securities Act and to which Shells owes trade indebtedness. Shells will issue one share of Series A Preferred Stock for each $10.00 of trade indebtedness cancelled by a trade creditor. Shells will not receive any cash proceeds in connection with the issuance of the Series A Preferred Stock. As noted elsewhere in this Offering Memorandum, the Company has generally operated with negative working capital as a result of costs associated with new restaurants and remodeling existing restaurants, as well as the turnover of restaurant inventory, relative to more favorable vendor terms in accounts payable. The costs associated with the restaurant closures and other non- recurring expenses has also contributed to the dramatic increase in the Company's working capital deficiency. As of July 1, 2001, Shells had a working capital deficiency of $9.4 million, an increase of $6.1 million from its working capital deficiency of $3.3 million as of July 2, 2000. As an integral part of the turnaround plan developed in April 2001,...