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. The Company shall not issue any class or series of capital stock that is redeemable on demand by its holder or the Company without the prior consent of the holders of a majority of the outstanding Preferred Stock of the Company, including the holders of not less than eighty five percent (85%) of the then outstanding Series G Preferred Stock.
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. 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 Stockhold- ers Agreement.
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 forgoing 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. SECTION 2. The following Section 7.5 is hereby added to the Stockholders Agreement: 7.5
Redeemable Preferred Stock. The Series A Preferred Stock issued to the lenders in connection with Carrier Services debt restructuring, and any Series A Preferred Stock issuable pursuant to the Preferred Stock Issuance Agreement, is nonvoting, except as required by applicable law, and is not convertible into common stock of the Company. The Series A Preferred Stock provides for the payment of dividends at a rate equal to 17.428% per annum. Dividends on the Series A Preferred Stock are payable, at the option of the Company, either in cash or in additional shares of Series A Preferred Stock. The Company has the option to redeem any outstanding Series A Preferred Stock at any time. The redemption price for such shares is payable in cash in an amount equal to $1,000 per share plus any accrued but unpaid dividends thereon (the Preference Amount). Under certain circumstances, the Company would be required to pay a premium of up to 6% of the Preference Amount in connection with the redemption of the Series A Preferred Stock. In addition, upon the occurrence of certain events, such as (i) a merger, consolidation, sale, transfer or disposition of at least 50% of the assets or business of the Company and its subsidiaries, (ii) a public offering of the Company's common stock which yields in the aggregate at least $175.0 million, or
Redeemable Preferred Stock. In connection with the Standard acquisition on March 30, 1998, the Company received $40,683 from AP Holdings in exchange for $70,000 face amount of 11.25% Redeemable Preferred Stock. Dividends are payable quarterly in additional shares of Stock until March 2003, when dividends become payable in cash. The stock is redeemable for cash at the option of the Company and AP Holdings at any time prior to March 2001 in the event of a public equity offering, or at any time subsequent to March 2003. 46 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Proceeds from the issuance together with the proceeds from the Senior Subordinated Notes described in Note D, were used to finance the acquisition of Standard, to retire certain indebtedness, to redeem preferred stock held by an affiliate, and for general working capital purposes.
Redeemable Preferred Stock. Series A Preferred Stock Series B Preferred Stock
Redeemable Preferred Stock. On December 29, 1997, in connection with the Recapitalization, the Company issued 250,000 units consisting of one share of Senior Exchangeable Redeemable Preferred Stock ("Senior Preferred Stock") and one share of common stock. The Senior Preferred Stock and common stock become separately transferable upon the earlier of (i) a change in control of the Company as defined, (ii) the date upon which a registration statement under the Securities Act of 1933 relating to the Senior Preferred Stock is declared effective, (iii) immediately prior to any redemption of the Senior Preferred Stock by the Company with the proceeds of a TUESDAY MORNING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued) public offering, or (iv) any earlier date as determined by the underwriter of the issue. The proceeds of $25,000 were allocated between Senior Preferred Stock and common stock based on the value of common stock issued on the transaction date. The Senior Preferred Stock earns cumulative dividends of 13.25% annually, payable quarterly. On or before December 15, 2002, dividends may, at the option of the Company, be paid either in cash or additional shares of Senior Preferred Stock. After December 15, 2002, dividends may only be paid in cash. Each share of Senior Preferred Stock is exchangeable at the Company's option into debentures, subject to certain conditions, equal to the liquidation value. On December 15, 2009, the Company will be required to redeem all outstanding shares of Senior Preferred Stock at a price equal to liquidation value. The Company may, at its option, redeem for cash the Senior Preferred Stock on or after December 15, 2002, at the redemption prices set forth below: Year Percentage ---- ---------- 2002.......................................................... 109.938% 2003.......................................................... 106.625% 2004.......................................................... 103.313% 2005 and thereafter........................................... 100.000% In addition, the Company may redeem for cash all the outstanding shares of Senior Preferred Stock within 20 days of a public offering of the Company's common stock at a redemption price per share equal to 113.25% of the aggregate liquidation value. On December 29, 1997, in connection with the Recapitalization, the Company issued 85,998 shares of Junior Redeemable Preferred stock (the "Junior Redeemable Preferred"). The Junior Redeemable Preferred ...
