Series B Preferred. At the Series B Closing, the Company will issue to each Purchaser a certificate or certificates registered in such Purchaser's name as set forth on the Schedule of Purchasers attached hereto as Exhibit A, representing the number of shares of Series B Preferred set forth opposite such Purchaser's name on such Schedule of Purchasers against payment of the purchase price therefor. Such payment shall be by check or wire transfer payable to the Company or by the cancellation of outstanding indebtedness.
Series B Preferred. Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the “current per share market price” of the Series B Preferred shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the then-current per share market price of the Series B Preferred cannot be determined in the manner described in Section 11.4.1, the “current per share market price” of the Series B Preferred shall be conclusively deemed to be an amount equal to 1,000 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock occurring after the date of this Plan) multiplied by the then-current per share market price of the Common Stock (as determined pursuant to Section 11.4.1). If neither the Common Stock nor the Series B Preferred are publicly held or so listed or traded, or if on any such date neither the Common Stock nor the Series B Preferred are so quoted and no such market maker is making a market in either the Common Stock or the Series B Preferred, “current per share market price” of the Series B Preferred shall mean the fair value per share as determined in good faith by the Board, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Plan, the “current per share market price” of one one-thousandth of a share of Series B Preferred shall be equal to the “current per share market price” of one share of Series B Preferred divided by 1,000.
Series B Preferred. Borrower fails to (a) provide Agent and the Lenders, on or before February 28, 2017, a copy of its written notice of the “Mandatory Conversion Time” (as such term is defined in the Series B Rights Agreement), to holders of its Series B Preferred Stock, of the Borrower’s election to convert all Series B Preferred Stock to common stock of the Borrower and (b) cause such Series B Preferred Stock to be converted to common stock of the Borrower in accordance with the terms of the Series B Rights Agreement.
Series B Preferred. Promptly after the date of this Agreement, but in no event later than ten Business Days thereafter, the Company shall initiate the redemption of all of the outstanding shares of Series B Preferred and shall use its reasonable best efforts to complete such redemption in accordance with the terms of such preferred stock. At least two Business Days prior to the Closing Date, no shares of Series B Preferred shall be issued and outstanding.
Series B Preferred. Effective upon the closing of the Company's Series B Preferred Stock Financing (the "Series B Financing"), the Company shall issue to Connetics shares of Series B Preferred Stock (the "Series B Preferred") in an amount equal to the quotient of five hundred thousand dollars ($500,000) divided by the price per share of Series B Preferred paid by the purchasers of the Series B Preferred. The Company shall use its best efforts to assure that the terms, conditions, rights, preferences and privileges of the Series B Preferred issued to Connetics by the Company in the Series B Financing shall be the same as those of the Series B Preferred issued to the other purchasers, provided however, that such efforts shall not require the Company to accept a lower price per share or make other material concessions to the other purchasers of the Series B Preferred. Notwithstanding the foregoing, in the event of either a Company Sale (as defined below) or a firm underwritten public offering of the Company's Common Stock either of which occurs prior to a Series B Financing, the Company shall, in its sole discretion, either (i) deliver to Connetics five hundred thousand dollars ($500,000) by check or wire transfer or (ii) issue to Connetics four hundred thousand (400,000) shares of Series A-2 Preferred Stock concurrently with the closing of such Company Sale or public offering.
Series B Preferred. For so long as any holder of Series B preferred owns greater than 22.5% of the outstanding capital stock of the Company, on a fully diluted, as converted to common stock basis (each, a “221⁄2 Percent Holder”), and except as otherwise provided by the terms set forth in the Company’s Amended and Restated Certificate of Incorporation, neither the rights, preferences, privileges and restrictions of the Series B Preferred, nor the definitions set forth in Sections 2.2 and 2.13 of the Purchase Agreement, will be amended in an adverse manner without the consent of each 221⁄2 Percent Holder.
Series B Preferred. At the Effective Time, each share of Series B Preferred issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares which shall have only those rights specified in Section 1.8 and shares owned by NMI) shall be automatically converted into the right to receive, subject to and in accordance with Section 4.4 and this Agreement, an amount of cash (without interest) equal to (1) the Per Share Series B Closing Consideration, plus (2) the Per Share Series B Escrow Amount, plus (3) the Per Share Series B Representative Expense Amount. The amount of cash each holder of NMI Capital Stock is entitled to receive for the shares of Series B Preferred held by such holder shall be rounded down to the nearest cent and computed after aggregating cash amounts payable for all shares of Series B Preferred held by such holder. Notwithstanding anything herein to the contrary, for purposes of the Merger, and this Agreement, (i) the parties intend, to the extent that holders of Series B Preferred elect in writing to convert their shares of Series B Preferred into shares of NMI Common Stock on or prior to the Closing, that such Series B Preferred shall be characterized and treated as NMI Common Stock, and that the Aggregate Merger Consideration and Earnout Payments, if any, payable in respect of such NMI Common Stock shall be determined in accordance with, and subject to, Section 1.7(f), and such Series B Preferred shall not be entitled to the Series B Liquidation Preference, and (ii) in the event that the Series B Preferred accept, or are otherwise paid, the Series B Liquidation Preference , and do not elect in writing to convert their shares of Series B Preferred into shares of NMI Common Stock on or prior to the Closing, as contemplated by clause (i), then the Series B Preferred shall not be entitled to receive, or to participate in, any of the Earnout Payments or any other payment or consideration in respect of the Merger or the transactions contemplated hereby.
Series B Preferred. Except as otherwise expressly provided in Section (g) of this Article Third or as required by law, no holder of Series B Preferred shall be entitled to vote on any matter by virtue of such holder's ownership of Series B Preferred, but such holder shall be entitled to notice of each shareholder's meeting in accordance with the By-Laws of the Corporation, as amended and in effect from time to time, as if such holder were a holder of Common Stock.
Series B Preferred. Each issued and outstanding share of Series B Preferred shall be converted into the right to receive:
(A) Cash Consideration equal to the product of $2.56465 times the Cash Ratio;
(B) a fraction of a share of HPL Stock equal to the product of $2.56465 times the Stock Ratio, divided by the HPL Closing Price; and
(C) the Cash Per Common Share plus the Stock Per Common Share.
Series B Preferred. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series B Preferred then outstanding shall be entitled to be paid, pro rata, out of the assets of the Company available for distribution to its stockholders, whether from capital, surplus or earnings, before any payment shall be made in respect of any other class or series of stock ranking junior to the Series B Preferred, an amount equal to $5.91 per share (the "Series B Original Issue Price") (as adjusted for any combinations, consolidations, stock distributions, stock dividends or other recapitalizations with respect to such shares) plus any declared but unpaid dividends on such shares; provided that the total amounts to which the holders of Series B Preferred are entitled under this provision shall not exceed the value of the outstanding securities of Epimmune Inc.("Epimmune") then owned by the Company. If, upon liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to its stockholders shall be insufficient to pay the holders of the Series B Preferred the full amounts to which they shall be entitled as set forth above, then the entire assets of the Company legally available for distribution shall be distributed pro rata among the holders of the Series B Preferred in proportion to the preferential amount each such holder would otherwise be entitled to receive. After setting apart or paying in full the preferential amounts due the holders of the Series B Preferred, the holders of the Series B Preferred will not be entitled to any further participation in any distribution of the assets of the Company, and the entire remaining assets of the Company legally available for distribution, if any, shall be distributed among the holders of Common Stock in proportion to the shares of Common Stock then held by them.
