Series B Certificate of Designation Sample Clauses

Series B Certificate of Designation. The Series B Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware. For purposes of determining whether the conditions specified in this Section 4.01 have been satisfied on the Closing Date, by virtue of the deemed purchase of the Notes hereunder on the Closing Date, each Purchaser shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Purchaser Representative or such Purchaser, as the case may be.
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Series B Certificate of Designation. At least one Business Day prior to the initial Closing Date, the Company shall have filed with the Secretary of State of the State of Delaware the Certificate of Designation of Preferences, Rights and Limitations of the Series B Convertible Preferred Stock (the “Certificate of Designation”) and deliver or shall cause to be delivered a stamped copy of the Certificate of Designation to the Placement Agent.
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Series B Certificate of Designation. Before the issuance of Preferred Shares at any Closing, the Company Board shall approve and adopt the Series B Certificate of Designation authorizing such Preferred Shares, and the Company shall cause such Series B Certificate of Designation to be filed with the Delaware Secretary of State.
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Series B Certificate of Designation. The Company shall have filed the Series B Certificate of Designation with the Secretary of State of Texas on or prior to the Closing, which shall continue to be in full force and effect as of the Closing.
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Series B Certificate of Designation. The definition of "Series B Certificate of Designation" is hereby amended to read in its entirety as follows:
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Series B Certificate of Designation. Immediately upon exercise of the Series B Warrant, the Company shall file the Series B Certificate of Designation substantially in the form of Exhibit B-2 attached hereto with the Secretary of State of Nevada.
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Series B Certificate of Designation. The Company shall have filed the Series B Certificate of Designation with the State of Delaware, which Series B Certificate of Designation shall be substantially in the form attached as Exhibit A hereto.
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Series B Certificate of Designation. The Company shall have filed the Series B Certificate of Designation with the State of Delaware, which Series B Certificate of Designation shall have an initial conversion price per share equal to the Public Offering price per share.
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Series B Certificate of Designation. The Corporation filed a Certificate of Designation for Series B Cumulative Preferred Stock with the Delaware Secretary of State on December 31, 2002 (the "Series B Certificate of Designation"). To the extent that these Bylaws conflict in any manner with Section 5 of the Series B Certificate of Designation, Section 5 of the Series B Certificate of Designation shall govern and prevail.
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Related to Series B Certificate of Designation

  • Preferred Stock The Board of Directors of the Corporation is authorized, subject to limitations prescribed by law and the provisions of this Paragraph FOURTH, to provide for the issuance of the shares of Preferred Stock in series, and to establish from time to time the number of shares included in each such series, but not below the number of shares then issued, and to fix the designation, powers, preferences, and relative rights of the shares of each such series and the qualifications, or restrictions thereof. The authority of the Board of Directors with respect to each shall include, but not be limited to, determination of the following: (a) The number of shares constituting that series and the distinctive designation of that series; (b) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payments of dividends on shares of that series; (c) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; (d) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine; (e) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different rates; (f) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; (g) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and (h) Any other relative rights, preferences and limitations of that series. FIFTH: The name and mailing address of the incorporator is as follows: Pxxxx Xxxx Dxxxxxxxx & Pxxxxxxx 900 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 SIXTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders: (a) The number of directors of the Corporation shall be fixed and may be altered from time to time in the manner provided in the By-Laws, and vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled, and directors maybe removed, as provided in the By-Laws. (b) The election of directors may be conducted in any manner approved by the stockholders at the time when the election is held and need not be by written ballot. (c) All corporate powers and authority of the Corporation (except as at the time otherwise provided by law, by this Certificate of Incorporation or by the By-Laws) shall be vested in and exercised by the Board of Directors. (d) The Board of Directors shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the By-Laws of the Corporation, except to the extent that the By-Laws or this Certificate of Incorporation otherwise provide. (e) The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. Neither the amendment or repeal of this section nor the adoption of any provision of this Certificate of Incorporation inconsistent with this section shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal or adoption. (f) The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, or by any successor thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. The Corporation shall advance expenses to the fullest extent permitted by said Section. Such right to indemnification and advancement of expenses shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise.

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