Series B Preferred Stock. 1 Shares.......................................................................1
Series B Preferred Stock. From and after the date of the issuance of any shares of Series B Preferred Stock, dividends at the rate per annum per share equal to five percent (5%) of the Series B-2 Original Issue Price shall accrue on each share of Series B Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock) (the “Accruing Dividends”). Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided, however, that except as set forth in the following sentence of this Section 1 and except as set forth in Section 2.1, such Accruing Dividends shall be payable only when, as, and if declared by the Board of Directors and the Corporation shall be under no obligation to pay such Accruing Dividends. The Corporation shall not declare, pay or set aside any dividends on shares of any other class or series of capital stock of the Corporation (other than the Series A Preferred Stock or dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition to the obtaining of any consents required elsewhere in the Certificate of Incorporation) the holders of the Series B Preferred Stock then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding share of Series B Preferred Stock in an amount at least equal to the greater of: (i) the amount of the aggregate Accruing Dividends then accrued on such share of Series B Preferred Stock and not previously paid; and (ii) that dividend per share of Series B Preferred Stock as would equal the product of (1) the dividend payable on each share of Common Stock and (2) the number of shares of Common Stock issuable upon conversion of a share of Series B Preferred Stock, in each case calculated on the record date for determination of holders entitled to receive such dividend.
Series B Preferred Stock. A description of the Series B Preferred Stock and a statement of its preferences, voting powers, qualifications and special or relative rights or privileges is as follows:
Series B Preferred Stock. The Company has, or before the Series A Closing Date (as that term is hereinafter defined) will have, authorized the sale and issuance of up to 6,350,000 shares of its Series B Preferred Stock ("Series B Preferred" or, as described in Section 1.1(a) above, the "Shares") and up to 6,350,000 shares of Common Stock issuable upon conversion of the Series B Preferred pursuant to the Restated Articles. The Series B Preferred shall be sold for a purchase price of $0.40 per share.
Series B Preferred Stock. 3.1(b) Series B Preferred Stock Merger Consideration...........................3.1(b) Series C Preferred Stock................................................3.1(c) Series C Preferred Stock Merger Consideration...........................3.1(c) Series D Preferred Stock................................................3.1(d) Series D Preferred Stock Merger Consideration...........................3.1(d) Shareholder...........................................................
Series B Preferred Stock. (a) Subject to the terms and conditions of this Agreement, the Company agrees to issue and sell to each Purchaser named below, and such Purchaser agrees to purchase from the Company, on the Series B and Convertible Notes Closing Date, at an aggregate price of $5,000,000, the number of shares of Series B Preferred Stock set forth opposite such Purchaser's name below: Name and Address of Purchaser Number of Shares ---------------- ---------------- Cypress Ventures, Inc. 57,500 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
Series B Preferred Stock. (a) Upon the execution and delivery of this Agreement the I-Link Escrow Agreement shall terminate, and Buyers shall issue instructions to the escrow agent under those agreements to release and deliver out of escrow all shares of Series B Preferred Stock held in escrow under the I-Link Escrow Agreement.
(b) Concurrently with the execution of this Agreement by the parties, I-Link is tendering to Buyers for conversion to common stock of Buyers all shares of Series B Preferred Stock registered in the name of I-Link, and Buyers agrees and acknowledges that effective on the date of such conversion it is obligated to pay to I-Link all dividends accrued through that date in accordance with the terms of the Series B Convertible Preferred Stock. By virtue of such conversion, Buyers shall issue and deliver to I-Link a certificate for 750,000 shares of common stock, and shall issue and deliver the remaining 750,000 shares of common stock issuable on conversion in accordance with paragraph 2(c), below.
(c) Concurrently with the execution and delivery of this Agreement by the parties, I-Link is signing and delivering the Securities Purchase Agreement dated March 10, 2004, to which Buyers, I-Link, and the Investors named therein are all parties (the "Purchase Agreement"). Pursuant to the terms of the Purchase Agreement, I-Link authorizes and instructs Buyers and its transfer agent to issue and deliver 750,000 shares of common stock issuable on conversion of I-Link's Series B Preferred Stock (the "Selling Stockholder Shares") to the Investors pursuant to the sale of such shares to the Investors as provided therein, and to that end I-link is delivering to Buyers with this Agreement a duly executed stock power, with Medallion signature guarantee, for purposes of effecting such sale. Buyers covenants and agrees that it will not authorize or permit the distribution of any of the proceeds from the sale of the Selling Stockholder Shares nor the delivery of any of the Selling Stockholder Shares to the purchasers unless the purchase price for the Selling Stockholder Shares (less the amount of any sales commission payable by I-link on sale of the Selling Stockholder Shares) is sent from escrow by wire transfer to an account designated by I-Link at the same time any funds are sent from escrow to the Company from the sale of any of its shares of common stock to the Investors. I-Link acknowledges and agrees that it is obligated to pay to Xxxx Capital Partners, LLC a sales commission ...
Series B Preferred Stock. If this corporation shall issue, after the date upon which any shares of Series B Preferred Stock were first issued (the “Purchase Date”), any Additional Stock (as defined below) without consideration or for consideration per share less than the Conversion Price for the Series B Preferred Stock in effect immediately prior to the issuance of such Additional Stock (in each case, the “Series B New Price”), the Conversion Price for Series B Preferred Stock in effect immediately prior to each such issuance shall forthwith be adjusted to the Series B New Price.
Series B Preferred Stock. TMI will create a series of preferred ------------------------- stock entitled TMI Holdings, Inc. Series B Convertible Preferred Stock, with 500,000 shares authorized and the rights and preferences as outlined in the Certificate of Designation attached hereto as Exhibit D. TMI will timely file all documentation to effectuate the creation and issuance of the TMI Shares.
Series B Preferred Stock. Within two business days before the Expiration Date of the Offer, each Stockholder agrees to cause the conversion of all of the shares of Series B Preferred Stock of the Company beneficially owned by such Stockholder into shares of Company Common Stock in accordance with the Company's certificate of incorporation so long as after giving effect to such conversion and subsequent tender of such Company Common Stock pursuant to Section 1.01 hereof, the Minimum Condition shall have been or would be satisfied.
