Series B Preferred Stock. Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................
Series B Preferred Stock. As consideration for the Loan, Borrower hereby agrees to issue to Lender five hundred (500) shares of Borrower’s Series B Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) to Lender as the date hereof. Lender acknowledges and agrees that the Preferred Stock, including any conversion thereof to shares of Borrower’s common stock, par value $0.0005 per share (the “Common Stock,” and such shares of Common Stock issuable upon conversion of the Preferred Stock, the “Conversion Shares”), shall be subject to the Certificate of Designation, Preferences and Rights of the Preferred Stock, a copy of which has been previously provider to Lender and which provides, among other terms, that each share of Preferred Stock shall convert to fifty (50) shares of Common Stock. In connection with its receipt of Preferred Stock, Lender hereby agrees that it will not, prior to the first anniversary of the date hereof (the “Restricted Period”), offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly (each, a “Transfer”), any of the Preferred Stock and/or Conversion Shares (collectively, the “Securities”). The foregoing sentence shall not apply to (a) Transfers of the Securities as a bona fide gift, (b) Transfers by Lender to any entity that is directly or indirectly controlled by, or is under common control with, Lender or (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, for the sale of any Securities, provided that such plan does not provide for the transfer of any Securities during the Restricted Period (“Permitted Transfers”).
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. Each share of Series B Preferred ------------------------ Stock of the Company, par value $1.00 per share, ("Series B Preferred") issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred to be canceled pursuant to Section 1.6(e) and any Dissenting Shares (as defined and to the extent provided in Section 1.7(a)) will be canceled and extinguished and be converted automatically into the right to receive that number of shares of Parent Common Stock equal to the quotient computed by dividing (A) the sum of $1.25 (the "Series B Preference Amount") plus the Per Share Amount, by (B) the Average Closing Price upon surrender of the certificate representing such share of Series B Preferred in the manner provided in Section 1.8.
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. 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.
