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 A Preferred Stock. A description of the Series A Preferred Stock and a statement of its preferences, voting powers, qualifications and special or relative rights or privileges is as follows:
Series A Preferred Stock. For so long as Company Shareholder or one of its Affiliates is the direct or indirect beneficial owner of at least $10.0 million in liquidation preference of Class A Preferred Stock, the Company will not (1) register for sale in any underwritten public offering any shares of Common Stock beneficially owned by Sponsor and its Affiliates or (2) redeem or repurchase any shares of Common Stock beneficially owned by Sponsor and its Affiliates out of the proceeds of any underwritten public offering by the Company, in any such case, without optionally redeeming or repurchasing all of the shares of Class A Preferred Stock owned by Company Shareholder and its Affiliates; provided, however, that if the Company has no such right to optionally redeem or repurchase all of the shares of Class A Preferred Stock, then the Company, at its option, may offer to purchase for cash all of the Class A Preferred Stock held by Company Shareholder and its Affiliates at a price equal to the liquidation preference of the Class A Preferred Stock, together with cumulated and unpaid dividends. The provisions of this Section 6.01 will no longer be operative once the Company has made such offer regardless of whether or not the Company Shareholder sells any shares of Class A Preferred Stock pursuant to such offer unless such offer is not effected because the Company does not purchase the shares of Class A Common Stock which Company Shareholder has requested be purchased.
Series A Preferred Stock. The term “Series A Preferred Stock” means the Company’s Series A preferred stock, par value $0.00001 per share.
Series A Preferred Stock. The Series A Preferred Stock shall have the following rights, preferences and limitations:
Series A Preferred Stock. 8 Shares........................................................................1
Series A Preferred Stock. Each of Compass, Compass Holdings, International, First Chicago Equity Corporation, an Illinois corporation ("FCEC"), Cross Creek Partners I, an Illinois general partnership ("Cross Creek") and the other beneficial holders of all of the issued and outstanding shares of Series A Preferred Stock, par value $.01 per share, of International (the "Series A Preferred Stock") (collectively, the "Series A Preferred Stockholders"), have entered into a certain Stock Purchase Agreement, dated as of the date hereof (the "Series A Preferred Stock Purchase Agreement"), pursuant to which Compass Holdings has agreed to purchase, and the Series A Preferred Stockholders have agreed to sell, all issued and outstanding shares of Series A Preferred Stock and all of warrants exercisable for shares of International Common Stock upon redemption of the Series A Preferred Stock (the "Warrants") at a purchase price equal to the product of the Offer Price by the number of shares of International Common Stock into which such shares of Series A Preferred Stock are convertible as of the Offer Closing Time. The sale will occur as soon as practicable following the Offer Closing Time and is contingent upon the consummation of the Offer in accordance with its terms and the purchase price shall be paid in cash in an amount calculated in accordance with the Series A Preferred Stock Purchase Agreement. The Series A Preferred Stockholders will receive no consideration in the Offer or in the Merger. In the Series A Preferred Stock Purchase Agreement, International agreed to distribute to the Series A Preferred Stockholders the number of shares of UCRI Common Stock to which they would be entitled if they converted the Series A Preferred Stock into Common Stock immediately prior to the Record Date and UCRI agreed to pay to the Series A Preferred Stockholders any and all dividends accrued and unpaid with respect to the Series A Preferred Stock as of the Offer Closing Date. Section 1.5
Series A Preferred Stock. Five million (5,000,000) of the authorized shares of Preferred Stock are hereby designated “Series A Preferred Stock” (the “Series A Preferred”). The powers, preferences, rights, restrictions and other matters relating to the Series A Preferred are as follows:
Series A Preferred Stock. Immediately following receipt of Company Stockholder Approval and at least one Business Day prior to Closing, the Company shall amend or cause to be amended the Certificate of Designations, substantially in the form of Exhibit B hereto (the “COD Amendment”).
Series A Preferred Stock. The Series A Preferred Stock owned by the Company Preferred Shareholder represents one hundred percent (100%) of the issued and outstanding shares of Series A Preferred Stock. The Company Preferred Shareholder is the beneficial owner, and has good, valid and marketable title to, the Series A Preferred Stock and has the right and authority to sell and deliver the Series A Preferred Stock, free and clear of all Encumbrances or adverse claims of any nature whatsoever. Upon delivery of any certificate or certificates duly assigned, representing the Series A Preferred Stock as herein contemplated or upon registering of the Shareholders as the new owners of the Series A Preferred Stock in the share register of the Company, the Shareholders will receive good title to the Series A Preferred Stock owned by the Company Preferred Shareholder.
