Preferred Shares. The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Preferred Shares. Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.
Preferred Shares. A total of 1,098,765,818 authorized Preferred Shares, (i) 202,118,672 of which are designated as Series Seed Preferred Shares with par value US$0.00001 each; 191,378,675 of which are issued and outstanding, and 10,739,997 of which has not been issued or outstanding; (ii) 66,667,000 of which are designated as Series A-1 Preferred Shares with par value US$0.00001 each and all of which issued and outstanding; (iii) 131,987,050 of which are designated as Series A-2 Preferred Shares with par value US$0.00001 each and all of which issued and outstanding; (iv) 14,503,820 of which are designated as Series B-1 Preferred Shares with par value US$0.00001 each and all of which issued and outstanding; (v) 171,289,239 of which are designated as Series B-2 Preferred Shares with par value US$0.00001 each and all of which issued and outstanding; (vi) 85,351,118 of which are designated as Series B-3 Preferred Shares with par value US$0.00001 each and all of which issued and outstanding, (vii) 87,075,383 of which are designated as Series B-3+ Preferred Shares with par value US$0.00001 each and all of which issued and outstanding, (viii) 273,340,565 of which are designated as Series C Preferred Shares with par value US$0.00001 each; 206,907,594 of which are issued and outstanding, and 66,432,971 of which has not been issued or outstanding; and (ix) 66,432,971 of which are designated as Series D Preferred Shares with par value US$0.00001 each but none of which are issued or outstanding.
Preferred Shares. Preferred Shares may be issued from time to time in one or more series or sub-classes with distinctive serial designations and (i) may have such voting powers, full or limited; (ii) may be subject to redemption or repurchase at such time or times and at such price or prices; (iii) may be entitled to receive dividends (which may be cumulative or noncumulative) at such rate or rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends payable on any other Class or series or sub-class; (iv) may have such rights upon the termination of, or upon any distribution of the assets of, the Trust; (v) may be made convertible into, or exchangeable for, Shares of any other Class or series or sub-class of the Trust, at such price or prices or at such rates of exchange and with such adjustments; and (vi) shall have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the issue of such Preferred Shares from time to time adopted by the Trustees (or a Committee thereof) in accordance with subsection (c) below. Any of such matters may be made dependent upon facts ascertainable outside this Declaration, or outside the resolution or resolutions providing for the issue of such Preferred Shares.
Preferred Shares. The dividend and liquidation rights, and the non-redemption feature, of the Preferred Shares are designed so that the value of one one-thousandth of a Preferred Share purchasable upon exercise of each Right will approximate the value of one Common Share. The Preferred Shares issuable upon exercise of the Rights will be non-redeemable and rank junior to all other series of the Company's preferred stock. Each whole Preferred Share will be entitled to receive a quarterly preferential dividend in an amount per share equal to the greater of (i) $1.00 in cash, or (ii) in the aggregate, 1,000 times the dividend declared on each Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to receive a preferential liquidation payment equal to the greater of (i) $1,000 per share, or (ii) in the aggregate, 1,000 times the payment made on each Common Share. In the event of any merger, consolidation or other transaction in which Common Shares are exchanged for or changed into other stock or securities, cash or other property, each whole Preferred Share will be entitled to receive 1,000 times the amount received per Common Share. Each whole Preferred Share shall be entitled to 1,000 votes on all matters submitted to a vote of the stockholders of the Company, and Preferred Shares shall generally vote together as one class with the Common Stock and any other capital stock entitled to vote thereon on all matters submitted to a vote of stockholders of the Company. The offer and sale of the Preferred Shares issuable upon exercise of the Rights will be registered with the Securities and Exchange Commission and such registration will not be effective until the Rights become exercisable.
Preferred Shares. The Preferred Shares shall be issued from time to time in one or more classes or series with such distinctive serial designations and (i) may have such voting powers, full or limited; (ii) may be subject to repurchase or termination at such time or times and at such price or prices; (iii) may be entitled to receive distributions (which may be cumulative or noncumulative) at such rate or rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the distributions payable on any other Class or Classes of Shares of the Trust; (iv) may have such rights upon the termination of, or upon any distribution of the assets of, the Trust; (v) may be made convertible into, or exchangeable for, Shares of any other Class or Classes or of any other series of the same or any other Class or Classes of Shares of the Trust at such price or prices or at such rates of exchange and with such adjustments; and (vi) shall have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the issue of such Preferred Shares from time to time adopted by the Board of Trustees. Any of such matters may be made dependent upon facts ascertainable outside this Declaration Trust, or outside the resolution or resolutions providing for the issue of such Preferred Shares.
Preferred Shares. Immediately prior to the Closing, a total of 3,592,469 authorized series A-1 convertible preferred Shares with par value US$0.0001 per share of the Company (the “Series A-1 Preferred Shares”), a total of 11,920,990 authorized Series A-2 Preferred Shares with par value US$0.0001 per share of the Company (the “Series A-2 Preferred Shares” together with the Series
A-1 Preferred Shares, the “Series A Preferred Shares”), a total of 10,579,436 authorized Series B-1 Preferred Shares with par value US$0.0001 per share of the Company (the “Series B-1 Preferred Shares”), a total of 1,389,064 authorized Series B-2 Preferred Shares with par value US$0.0001 per share of the Company (the “Series B-2 Preferred Shares”), a total of 7,298,927 authorized Series B-3 Preferred Shares with par value US$0.0001 per share of the Company (the “Series B-3 Preferred Shares”) and a total of 14,620,739 authorized Series B-4 Preferred Shares with par value US$0.0001 per share of the Company (the “Series B-4 Preferred Shares”, together with the Series B-1 Preferred Shares, the Series B-2 Preferred Shares, and the Series B-3 Preferred Shares, collectively the “Series B Preferred Shares”; the Series A Preferred Shares and the Series B Preferred Shares are collectively referred to as the “Preferred Shares”); the ordinary shares of the Company issuable upon conversion of the Series B-4 Preferred Shares will be collectively hereinafter referred to as the “Series B-4 Conversion Shares”, and the ordinary shares of the Company issuable upon conversion of the Preferred Shares will be collectively hereinafter referred to as the “Conversion Shares”), of which none was issued and outstanding.
Preferred Shares. Preferred Share purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to, if declared by the Board of Directors, a minimum preferential quarterly dividend payment of $1 per share but will be entitled to an aggregate dividend of 100 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Share will be entitled to a minimum preferential liquidation payment of $100 per share but will be entitled to an aggregate payment of 100 times the payment made per Common Share. Each Preferred Share will have 100 votes, voting together with the Common Shares. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 100 times the amount received per Common Share. These rights are protected by customary antidilution provisions. The value of the one one-hundredth interest in a Preferred Share purchasable upon exercise of each Right should, because of the nature of the Preferred Share dividend, liquidation and voting rights, approximate the value of one Common Share.
Preferred Shares. (a) The total number of preferred shares of $0.,0001 nominal value per share that the Company is authorized to issue is 10,000,000 (b) The Board is expressly authorized at any time and periodically to issue preferred shares in one or more series, with the right to vote, complete or limited or without the right to vote and with those designations, preferences and special rights that are relative, participating, optional or others and requirements, limitations or restrictions to same that indicate or express, in the resolution or resolutions that determine the issuance of such shares as adopted by the Board, subject to the limitations prescribed by law and in accordance with the provisions set forth in this instrument, including but not limited to the following: (1) the designation of the series and number of shares that make up the series; (2) the rate of dividends of the series, the conditions and dates on which such dividends are due, the relation such dividends will have with respect to the payable dividends in any other class or classes of shares and if such dividends will be cumulative or not; (3) if the shares in the series will be subject to repurchase by the company and, if so, the period, prices and other clauses and conditions of such repurchase; (4) the clauses and the amount of any amortization fund for the purchase r repurchase of the shares of the series; (5) if the shares of the series will be converted to or exchanged for shares of another class or classes or another series of any class or classes of shares of the company and, in case of conversion or exchange, the periods, prices, rates, modifications and other clauses and conditions of said conversion or exchange; (6) as the holders of shares of the series will or will not have the right to vote in the election for directors; (7) the restrictions, if applicable, with respect to the issuance or reissuance of any preferred share; (8) the rights of the holders of the shares of the series in case of liquidation or dissolution of the company. ARTICLE 5 –
Preferred Shares. Because of the nature of the Preferred Shares' dividend, liquidation and voting rights, the value of the one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to the greater of (1) a preferential quarterly dividend payment of $1.00 per share, or (2) an aggregate dividend of 1,000 times the dividend declared per Common Share. In the event of liquidation, the holders of the Preferred Shares will be entitled to a preferential liquidation payment of $1,000 per share, plus an amount equal to 1,000 times the aggregate amount to be distributed per Common Share. Each Preferred Share will have 1,000 votes, voting together with the Common Shares except as otherwise required by law. Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 1,000 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Flip-In. If any person or group becomes an Acquiring Person, then each holder of a Right (other than Rights beneficially owned by the Acquiring Person, any Associate or Affiliate thereof (as such terms are defined in the Rights Agreement), and certain transferees thereof, which will be void) will have the right to receive upon exercise of such Right that number of Common Shares (or, in certain circumstances, cash, property or other securities of the Company) having a market value of two times the exercise price of the Right.
