Preferred Stock Investment Sample Clauses

Preferred Stock Investment. Crescent shall have performed all of its obligations, if any, pursuant to Section 5.17 hereof, in all material respects.
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Preferred Stock Investment. At the option of the Company, Crescent agrees to purchase from the Company up to an aggregate of 115,000 shares of a new series of preferred stock of the Company with the designations, rights, preferences and other terms set forth in the Certificate of Resolution attached hereto as Schedule 5.17 (the "Redeemable Preferred Stock"). Each share of Redeemable Preferred Stock shall be purchased at a price of $1,000 per share (plus accrued dividends from the previous regular quarterly dividend payment date or, if there has not yet been a regular quarterly dividend payment date, then as of the date hereof, based on a 365-day year) in cash in increments of 5,000 shares. Subject to the conditions below, Crescent must fund the purchase price for the purchase of shares on the 10th business day following the date of a notice from the Company to Crescent (a "Draw Notice") stating the number of shares of Redeemable Preferred Stock to be sold to Crescent on such 10th business day and the aggregate amount to be paid for such shares; provided that for purchases of 25,000 shares or more, the date of such purchase shall be the 20th business day following the date of such Draw Notice. Notwithstanding the foregoing, Crescent shall not be required to purchase shares of Redeemable Preferred Stock (i) more than two times in any 30-day period (ii) unless, on the purchase date set forth in a Draw Notice (A) the representations and warranties of the Company set forth in Article II are true and correct in all material respects and (B) the Company has not breached any of its covenants set forth in this Agreement in any material respect, and (iii) unless the number of shares to be purchased, plus the aggregate number of shares then outstanding, does not exceed 115,000. Unless written consent is received from Crescent, the Company agrees to use the net proceeds from sales of shares of Redeemable Preferred Stock to repay indebtedness under the Company's Amended and Restated Reducing Revolving Loan Agreement dated as of March 19, 1996, as amended, borrowings under which were used for acquisitions and master-planned expansions. The parties agree that the provisions of this Section 5.17 shall survive any termination of this Agreement. Crescent agrees to vote all shares of the Company's equity securities held by Crescent in favor of the Merger, and any transferee of the Redeemable Preferred Stock shall be subject to such agreement to vote in favor of the Merger.
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Preferred Stock Investment. The Agents shall have received satisfactory evidence that DFA and/or one or more of its Affiliates shall have made a $6,000,000 cash equity investment, directly or indirectly, in the Parent, in exchange for shares of the Parent’s series I non-voting preferred stock, pursuant to documentation in form and substance reasonably acceptable to Agents.
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Preferred Stock Investment. Leucadia will purchase 10 million shares of a new series of convertible preferred stock of Finova at a purchase price of $25.00 per share (the "PIK Preferred Stock"). The principal terms of the PIK Preferred Stock will be as follows:
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Preferred Stock Investment. Not later than January 30, 2004, one or more of the Figgie Affiliates shall have consummated the Preferred Stock Purchase.
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Preferred Stock Investment. Not later than February 1, 2005, Mx. Xxxxx X. Figgie, Jr. or his spouse or issue, or one or more other persons directly or indirectly controlled by Mx. Xxxxxx or his spouse or issue (collectively, together with Mx. Xxxxxx, the “Figgie Affiliates”), shall have: (A) consummated the purchase from the Company of shares of a new series of convertible preferred stock of the Company (the “New Preferred Stock”) for an aggregate purchase price of not less than $1,500,000 (the “Preferred Stock Purchase”); and (B) exercised the option granted at the time of the Preferred Stock Purchase to purchase from the Company shares of New Preferred Stock for an aggregate purchase price of not less than $500,000 (the “Preferred Stock Purchase Option”).
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Preferred Stock Investment. Borrower shall have received at least $40.0 million from the issuance of new Preferred Stock.
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Related to Preferred Stock Investment

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • 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.

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Preferred Units Without the consent of any Common Unitholder and notwithstanding anything herein to the contrary, the Board may cause the Company to issue one or more series of Preferred Units, which Preferred Units would have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a closed-end management investment company, in a manner that complies with the legal requirements applicable to a closed-end management investment company. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption.

  • Preferred Stock Record Date Each person in whose name any certificate for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

  • Legend on Common Stock Certificates Certificates for shares of the ------------------------------------- Common Stock issued after the Record Time but prior to the Separation Time shall evidence one Right for each share of Common Stock represented thereby and shall have impressed on, printed on, written on or otherwise affixed to them the following legend: Until the Separation Time (as defined in the Rights Agreement referred to below), this certificate also evidences and entitles the holder hereof to certain Rights as set forth in a Shareholder Rights Agreement, dated as of October 11, 2001 (as such may be amended from time to time, the "Rights Agreement"), between Central Bancorp, Inc. (the "Company") and Registrar and Transfer Company, the Rights Agent, the terms of which are hereby incorporated herein by reference and a copy of which is on file at the principal executive offices of the Company. Under certain circumstances, as set forth in the Rights Agreement, such Rights may be redeemed, may be exchanged for shares of Common Stock or other securities or assets of the Company, may expire, may become void (if they are "Beneficially Owned" by an "Acquiring Person" or "Adverse Person" or an Affiliate or Associate thereof, as such terms are defined in the Rights Agreement, or by any transferee of any of the foregoing) or may be evidenced by separate certificates and may no longer be evidenced by this certificate. The Company will mail or arrange for the mailing of a copy of the Rights Agreement to the holder of this certificate without charge within five days after the receipt of a written request therefor. Until the Separation Time, certificates representing shares of Common Stock that are issued and outstanding at the Record Time shall evidence one Right for each share of Common Stock evidenced thereby notwithstanding the absence of the foregoing legend.

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