Required Stockholder Approval While Series A Preferred Shares are Outstanding Sample Clauses

Required Stockholder Approval While Series A Preferred Shares are Outstanding. At any time during the term of this Agreement that Series A Preferred Shares are outstanding, the approval by the affirmative vote or written consent of the Stockholders holding not less than (x) 66-2/3 of all of the issued and outstanding Series A Preferred Shares with respect to paragraphs (ii), (iv), (vi), (vii), (viii) or (ix) below and (y) 50.1% of the issued and outstanding Series A Preferred Shares with respect to paragraphs (i), (iii), (v), (x), (xi), (xii) and (xiii) below shall be required to authorize any of the following: (i) the payment or declaration of any dividend on the Common Shares, Series B Preferred Shares or any other equity securities (including options or warrants) of the Company (other than the Series A Preferred Shares) or the redemption, purchase or other acquisition for value (or the payment into or setting aside for a sinking fund for such purpose) any of the Common Shares, Series B Preferred Shares or any other equity securities of the Company, or the application of any of the Company's assets to the redemption, retirement, purchase or acquisition, directly or indirectly, through subsidiaries or otherwise, of any of the Common Shares, Series B Preferred Shares or other equity securities of the Company, except for (A) redemptions of Series A Preferred Shares as provided in accordance with the provisions of the Certificate of Incorporation, and (B) repurchases of Common Shares pursuant to the Investors' Rights Agreement; (ii) (A) any acquisition of the Company by means of a merger of the Company with or into any other corporation or other entity or person or other form of corporate reorganization in which the Company shall not be the continuing or surviving entity of such merger or reorganization (other than a mere reincorporation transaction) or a transaction in which the Company is the surviving entity but the shares of the Company's capital stock outstanding immediately prior to the transaction are exchanged or converted by virtue of the transaction into other property, whether in the form of securities, cash or otherwise or (B) a sale of all or substantially all of the assets of the Company, or in either case, any such action with respect to any subsidiary of the Company; (iii) the making of any loan, advance or capital contribution to, or investment in, or permitting or causing any subsidiary of the Company to make any loan, advance or capital contribution to, or investment in any of the officers, directors, employees, prov...
Sample 1
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Related to Required Stockholder Approval While Series A Preferred Shares are Outstanding

  • Company Shareholder Approval The Company Shareholder Approval shall have been obtained.

  • Company Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Parent Stockholder Approval The Parent Stockholder Approval shall have been obtained.

  • Series A Preferred Stock On the terms and subject to the conditions set forth herein, as soon as practicable after the receipt of the approvals of the Board of Directors of the Company and the stockholders of the Company, including the holders of the Series A Preferred Stock, referred to in Paragraph 5, the Company will amend the terms of the Series A Preferred Stock so that, as amended, the Series A Preferred Stock will have only such rights, preferences and privileges set forth on Exhibit A hereto (as so amended, the "New Preferred Stock"). As set forth in Exhibit A hereto, the New Preferred Stock will offer the holders thereof the options set forth in subparagraphs (a)-(c) below, as such holder may elect. All references herein to the Series A Preferred Stock or the New Preferred Stock shall be deemed to include all rights to dividends or other distributions in respect of such Series A Preferred Stock or the New Preferred Stock. (a) OPTION 1 - CASH. The New Preferred Stock shall be exchangeable at the option of the holder thereof at any time prior to the date which is ten days after the Closing Date (as defined in Paragraph 5 below) for cash in amount equal to 50% of the face value of the New Preferred Stock plus all accrued but unpaid dividends on the Series A Preferred Stock, up to an aggregate amount of $6.4 million face value and accrued and unpaid dividends. If, in the judgment of the Board of Directors of the Company, the Company's financial condition and results of operations permit the Company to permit the exchange for cash of more than $6.4 million face value (plus accrued dividends) of the New Preferred Stock, the terms of the New Preferred Stock will permit the exchange for cash of up to $8.0 million face value (plus accrued and unpaid dividends) of the New Preferred Stock. To the extent that holders of Series A Preferred Stock desire to exchange in the aggregate a greater face value (plus accrued and unpaid dividends) of the New Preferred Stock than is permitted under the terms of the New Preferred Stock, New Preferred Stock will be accepted for exchange by the Company for cash on a pro rata basis based upon the aggregate face value (plus accrued and unpaid dividends) of the New Preferred Stock tendered for exchange.

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

  • Requisite Stockholder Approval The Requisite Stockholder Approval shall have been obtained.

  • Stockholder Approval The Company Stockholder Approval shall have been obtained.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

  • 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.

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