Redeemable Preferred Stock Clause Samples

Redeemable Preferred Stock. Any preferred stock issued by a Person which is at any time prior to the Maturity Date either (i) mandatorily redeemable (by sinking fund or similar payments or otherwise) or (ii) redeemable at the option of the holder thereof.

Redeemable Preferred Stock. Immediately prior to the consummation of the Merger, Warburg shall exchange 88% of the Company Common Stock it beneficially owns for redeemable preferred stock of the Company (the "Redeemable Preferred Stock"), on the basis of 100 shares of Company Common Stock for each share of Redeemable Preferred Stock, redeemable at the option of the holder at $26.50 per share of Redeemable Preferred Stock, and shall surrender such Redeemable Preferred Stock for redemption immediately upon the consummation of the Merger; provided, however, that in the event the number of Cash Election Shares is less than the Cash Election Number (as each such term is defined in the Merger Agreement), immediately prior to the consummation of the Merger Warburg shall also exchange for Redeemable Preferred Stock upon the same terms and conditions a number of shares of additional Company Common Stock (to the extent of Company Common Stock beneficially owned by it) equal to such deficiency. Warburg shall elect to retain, in accordance with the terms of the Merger Agreement, the Company Common Stock not exchanged for Redeemable Preferred Stock pursuant to this Section.

Redeemable Preferred Stock. Immediately prior to the consummation of the Merger, Warburg shall exchange 88% of the Company Common Stock it beneficially owns for redeemable preferred stock of the Company (the "Redeemable Preferred Stock"), on the basis of 100 shares of Company Common Stock for each share of Redeemable Preferred Stock, redeemable at the option of the holder at $2,650 per share of Redeemable Preferred Stock, and shall surrender such Redeemable Preferred Stock for redemption immediately upon the consummation of the Merger; provided, however, that in the event the number of Cash Election Shares is less than the Cash Election Number (as each such term is defined in the Merger Agreement), immediately prior to the consummation of the Merger, Warburg shall also exchange for Redeemable Preferred Stock upon the same terms and conditions a number of shares of additional Company Common Stock (to the extent of Company Common Stock beneficially owned by it) equal to such deficiency; provided, further, that the number of Shares to be exchanged for Redeemable Preferred Stock, pursuant to the foregoing provisions of this Section 7.3, shall be reduced by the number, if any, of Purchaser Stock Purchase Shares (as defined below), rounded down to the nearest 100 Shares. Warburg shall elect to retain, in accordance with the terms of the Merger Agreement, the Company Common Stock not (i) exchanged for Redeemable Preferred Stock pursuant to this Section 7.3 or (ii) sold pursuant to Section 7.5.

Redeemable Preferred Stock. The Company shall from the date of this Agreement and until the Closing reserve 130,000 shares of Series A Redeemable Preferred Stock of the Company, free and clear of any lien or encumbrance thereon, for issuance pursuant to Section 7.3 of the Stockholders Agreement.

Redeemable Preferred Stock. The Company has authorized the issuance and sale to the Purchaser of 16,397 shares of Series C 7.00% Redeemable Cumulative Preferred Stock, par value $.001 per share (the "Redeemable Preferred"), for the surrender to the Company for cancellation of the Exchange Securities. The Redeemable Preferred will have the terms and conditions set forth in the Certificate of Designations attached hereto as EXHIBIT A (the "Redeemable Preferred Certificate of Designations").

Redeemable Preferred Stock. (A) Consolidated Total Debt (a+b-c-d) (B) Consolidated Tangible Net Worth (e-f-g) Consolidated Leverage Ratio (= A/B) Items Amounts ($ Million) (a) Consolidated interest expense (b) Consolidated income before income taxes

Redeemable Preferred Stock. Series A Preferred Stock Series B Preferred Stock

Redeemable Preferred Stock. Borrower may issue and sell its Capital Stock consisting of the Redeemable Preferred Stock to Inverness upon the effective date of the Merger (the “Inverness Investment”); provided, that, (a) the net proceeds of the Inverness Investment payable to Borrower in immediately available funds shall be not less than $3,900,000, (b) not less than $3,900,000 constituting the proceeds of the Inverness Investment shall be paid to Lender for application to the Obligations, (c) the right of Inverness to redeem, repurchase acquire all or any portion, or otherwise make any payment in respect of the Inverness Investment shall be subordinate in right of payment to the indefeasible payment and satisfaction in full of all of the Obligations to Lender as set forth in the Inverness Subordination Agreement, (d) Lender shall have received, in form and substance satisfactory to Lender, an original of the Inverness Subordination Agreement duly authorized, executed and delivered by each of Inverness and Borrower, (e) Borrower shall not, and shall not be required to, redeem repurchase, acquire all or any portion, or otherwise make any payment in respect of any of the Redeemable Preferred Stock, except that, Borrower may make payments to Inverness to redeem the Redeemable Preferred Stock owned and held by Inverness and Borrower may pay dividends in cash to Inverness in respect of the Redeemable Preferred Stock owned and held by Inverness in accordance with the terms of the Amended and Restated Certificate of Incorporation of Borrower as in effect on the date of Amendment No. 3, provided, that, as to any such payment and after giving effect thereto, each of the following conditions is satisfied as determined by Lender: no Event of Default, or act, condition or event which with notice or passage of time or both would constitute such an Event of Default, shall exist or have occurred, no such payment shall be made prior to April 1, 2003, in no event shall the aggregate amount of all such payments in any year exceed $1,000,000, the Excess Availability for each of the ten (10) consecutive business days prior to the date of such payment shall have been not less than $2,000,000, after giving effect to such payment, the Excess Availability shall be not less than $2,000,000, and in no event shall the aggregate amount of the annual cash dividends paid in respect of the Redeemable Preferred Stock in any fiscal year of Borrower exceed the amount equal to nine (9%) percent of the Series A Purchase...

Redeemable Preferred Stock. The Series B Redeemable Preferred Stock of the Borrower, par value $.01 per share.