Provisions Relating to Common Stock. (A) Except as may otherwise be provided in this Certificate of Incorporation, each share of Common Stock shall have identical rights and privileges in every respect. Common Stock shall be subject to the express terms of Preferred Stock and any series thereof. Except as may otherwise be provided in this Certificate of Incorporation or by applicable law, the holders of shares of Common Stock shall be entitled to one vote for each such share on all matters to which stockholders are entitled to vote, the holders of shares of Common Stock shall have the exclusive right to vote for the election of directors and on all other matters upon which stockholders are entitled to vote, and the holders of Preferred Stock shall not be entitled to vote at or receive notice of any meeting of stockholders, other than as provided in any Preferred Stock Designation. Each holder of Common Stock shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Corporation (as in effect at the time in question) and applicable law on all matters put to a vote of the stockholders of the Corporation. Except as otherwise required in this Certificate of Incorporation (including any Preferred Stock Designation) or by applicable law, the holders of Common Stock shall vote together as a single class on all actions to be taken by the stockholders of the Corporation (or, if any holders of Preferred Stock are entitled to vote together with the holders of Common Stock, the holders of Common Stock and the Preferred Stock shall vote together as a single class).
(B) Notwithstanding the foregoing, except as otherwise required by applicable law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation) or pursuant to the DGCL.
(C) Subject to the prior rights and preferences, if any, applicable to shares of Preferred Stock or any series thereof, the holders of shares of Common Stock shall be entitled to receive ratably in proportion to the number of shares of Common Stock held by them such dividends (payable in cash, stock or otherwise), if any, as may be dec...
Provisions Relating to Common Stock. The holders of the Common Stock will be entitled to one vote on each matter submitted to a vote at a meeting of stockholders for each share of Common Stock held of record by such holder as of the record date for such meeting and shall be entitled to all other statutory rights as provided for by law under the DGCL, but shall not be entitled to vote the shares of Common Stock cumulatively.
Provisions Relating to Common Stock. (1) The total number of shares of common stock that the corporation shall have authority to issue is 420,000,000 of which (i) 300,000,000 shares shall be shares of Class A Common Stock, no par value per share (the "Class A Common Stock"), and (ii) 120,000,000 shares shall be shares of Class B Common Stock, no par value per share (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock").
(2) Holders of the Common Stock shall have no preemptive rights. Except as contemplated by Article 4, Paragraph 2C., each outstanding share of Common Stock shall entitle the holder thereof to one vote (and not more than one vote) on each matter submitted to a vote at a meeting of holders of Common Stock.
(3) The following is a statement of the relative powers, preferences and participating, optional or other special rights, and the qualifications, limitations and restrictions of the Class A Common Stock and Class B Common Stock:
(a) Class A Common Stock and Class B Common Stock Except as otherwise set forth in this Article 4, Paragraph 2C, the relative powers, preferences and participating, optional or other special rights, and the qualifications, limitations or restrictions of the Class A Common Stock and Class B Common Stock shall be identical in all respects.
Provisions Relating to Common Stock. (a) In the event any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, or exchange of Common stock for other securities, stock dividend or other special and nonrecurring dividend or distribution (whether in the form of cash, securities or other property), liquidation, dissolution, or other similar corporate transaction or event, affects the Common Stock such that an adjustment is appropriate in order to prevent the dilution or enlargement of the rights of the Executive with respect to Bonus Stock or Initial Stock Options deliverable under this Agreement, the Company Board or its Compensation Committee shall, in such manner as it may determine, adjust any or all of (i) the number and kind of securities underlying Bonus Stock and Initial Stock Options, and (iii) the exercise price of Initial Stock Options, to prevent such dilution or enlargement.
(b) As soon as practicable, the Company shall prepare and file with the Securities and Exchange Commission a registration statement on Form S-8 covering a sufficient number of shares of Common Stock to provide for all of the Common Stock contemplated to be issued or delivered to the Executive under this Agreement. Thereafter, the Company shall take all actions required to maintain the effectiveness of such registration statement until all Common Stock issuable or deliverable to the Executive under this Agreement has been so issued and/or delivered or the Company’s obligation to issue or deliver any such Common Stock has lapsed.
Provisions Relating to Common Stock. Notwithstanding any other provision of these Articles of Incorporation to the contrary, in no event shall any Holder of Series A 10 3/8% Convertible Pay-in-Kind Voting Preferred Stock have the right to receive, or to elect to receive, Voting Common Stock if, as a result thereof, a "change of control" would have been deemed to occur under the Indenture, and, in lieu thereof, such Holder shall have the right to receive, or the right to elect to receive, an equivalent number of shares of Nonvoting Common Stock.
Provisions Relating to Common Stock. (a) If any portion of the purchase price payable by AOLTW or the Company pursuant to Section 3 or 4 is to be paid in shares of AOLTW Common Stock or Time Warner Cable Common Stock, as applicable, then (x) the fair market value of such shares shall be deemed to be equal to the average (rounded to the nearest 1/10,000) of the Trading Values (as defined below) of a share of AOLTW Common Stock or Time Warner Cable Stock, as applicable, for each of the fifteen (15) consecutive Trading Days ending two (2) Trading Days prior to the applicable closing date, (y) any shares of Time Warner Cable Common Stock received by the Selling Partner shall, after they are issued to such Selling Partner, be deemed to be "Registrable Securities" held by MediaOne (or its permitted transferee) under the Registration Rights Agreement, dated the date hereof, among the Company, AOLTW and MediaOne (provided that, if such Selling Partner is not then a party to such Agreement, such shares shall only be deemed to be Registrable Securities if MediaOne agrees to transfer all or a portion of its right thereunder to such Selling Partner and such Selling Partner agrees to be bound by the terms and conditions of such agreement) and (z) any shares of AOLTW Common Stock received by the Selling Partner shall, after they are issued to such Selling Partner, have registration rights substantially identical to the rights of MediaOne (or its permitted transferee) under the Registration Rights Agreement, dated the date hereof, between AOLTW and MediaOne; provided that promptly upon exercise by AOLTW of any right to use AOLTW Common Stock as a portion of the purchase price pursuant to Section 3 or 4, AOLTW will use all commercially reasonable efforts to have a "shelf" registration statement declared effective as of the date the AOLTW Common Stock is delivered pursuant hereto or as promptly thereafter as practicable. Notwithstanding anything to the contrary in this Agreement, no shares of AOLTW Common Stock or Time Warner Cable Common Stock, as applicable, may be delivered in full or partial satisfaction of any purchase price payable pursuant to Section 3 or Section 4, (A) if shares of such class are not then admitted for trading on the NYSE or for quotation on NASDAQ or (B) if AOLTW and/or the Company, as applicable, has not delivered to the Selling Partner written notice (a "Stock Election Notice") setting forth (i) such party's election (which election shall be irrevocable) to deliver such shares in fu...
Provisions Relating to Common Stock. Subject to the terms of the Stockholders Agreement dated [•], 201[•] among the Corporation, SCR-Sibelco NV (Sierra) and the Stockholders named therein (the Stockholders Agreement), the following provisions shall apply with respect to Common Stock:
Provisions Relating to Common Stock. The rights, preferences, privileges, restrictions and other matters relating to the Common Stock are as follows: No holder of Common Stock of the Company shall be entitled as of right to purchase or subscribe for any part of the unissued stock of the Company or of any stock of the Company to be issued by reason of any increase of the authorized capital stock of the Company or of the number of its shares, or of bonds, certificates of indebtedness, debentures, or other securities convertible into stock of the Company or of any stock of the Company purchased by it or its nominee or nominees. The holders of the Common Stock shall have the right to one vote per share on all questions to the exclusion of all other classes or classes of stock, except as by law expressly provided or as otherwise herein expressly provided with respect to the holders of any other class or classes of stock."
Provisions Relating to Common Stock. All stock certificates evidencing the shares referred to in Sections 4(g) and (h) shall bear the following legend: The transfer or encumbrance of the shares of Common Stock represented by this certificate is restricted under the terms of an Employment Agreement dated January 10, 2000, a copy of which Employment Agreement is on file at the principal office of Resource Bancshares Mortgage Group, Inc. Notwithstanding the transfer restrictions and other provisions herein applicable to the shares of Common Stock referred to in Sections 4(g) and (h), the Employee shall have the entire beneficial interest of such shares and, subject to this Agreement, shall be entitled to exercise the rights and privileges of a stockholder with respect to such shares, including the right to receive dividends and the right to vote such shares. The Employee hereby represents to RBMG that he is acquiring the shares for his own account and not with a view to the distribution thereof. The Employee agrees that none of the shares will be sold, transferred or otherwise disposed of unless (i) a registration statement under the Securities Act of 1933, as amended (the "Act"), shall at the time of disposition be effective with respect to such shares or (ii) RBMG shall have receive an opinion of counsel or other information and representations satisfactory to it to the effect that registration under the Act is not required, by reason of the application of Rule 144 or otherwise, for such sale, transfer or other disposition.
Provisions Relating to Common Stock
