Series B Stock. Following payment in full of required dividends to the holders of Series C Stock in accordance with Section A.3(a) above, the holders of shares of the Series B Stock shall be entitled to receive dividends at the rate of 8% of the Series B Original Purchase Price (as defined in Section A.8 hereof) per annum, compounding annually, and which will accrue on a quarterly basis commencing on the applicable date of issuance of each of such shares of Series B Stock. The holders of Series B Stock shall be entitled to receive dividends prior in right to the payment of dividends and other distributions (whether in cash, property or securities of the Corporation, including subscription or other rights to acquire securities of the Corporation) on the Series A Stock and Common Stock. Dividends hereunder shall be payable in cash, when, as and if declared or paid by the Board of Directors and, as accrued, on any Liquidation (as defined in Section A.4(b) hereof) or Event of Sale (as defined in Section A.4(h) hereof), or upon any Redemption Date (as defined in Section A.5(c) hereof). Dividends hereunder shall be payable in shares of Common Stock (calculated based upon the then effective Series B Conversion Price), as accrued, upon the conversion of the Series B Stock into Common Stock. Whenever any dividend may be declared or paid on any shares of Series B Stock, the Board of Directors shall also declare and pay a dividend on the same terms, at the same rate and in like kind upon each other share of the Series B Stock then outstanding, so that all outstanding shares of Series B Stock will participate equally with each other and ratably per share (calculated as provided in Section A.3(d) hereof). Whenever any dividend, whether in cash or property or in securities of the Corporation (or subscription or other rights to purchase or acquire securities of the Corporation), may be declared or paid on: (i) any shares of the Common Stock, the Board of Directors shall also declare and pay a dividend on the same terms, at the same rate and in like kind upon each share of the Series B Stock then outstanding so that all outstanding shares of Series B Stock will participate in such dividend ratably with such shares of Common Stock (calculated as provided in Section A.3(d) hereof); or (ii) any shares of Series A Stock, the Board of Directors shall also declare and pay a dividend on the same terms, at the same or equivalent rate upon each share of the Series B Stock then outstanding so that...
Series B Stock. The term "SERIES B STOCK" shall mean the Company's Series B Preferred Stock, par value $0.001 per share.
Series B Stock. The Series B Stock and the Common Stock that will be issued upon the conversion of the Series B Stock will be held in the Escrow Account and subject to the terms of the Escrow Agreement and the provisions of Section 5.03.
Series B Stock. All the rights and preferences of the Series B Stock shall remain in full force and effect until the Closing; provided, however, that AIG agrees to suspend voluntarily its rights under Section 9(d) of the Articles Supplementary and its right to require A&A to repurchase any of the Series B Stock pursuant to Section 7 of the Articles Supplementary related thereto, in each case until the earlier of the Closing or termination of this Agreement. AIG will not transfer, assign, sell, pledge or otherwise dispose of any of the Shares to any third party, other than as contemplated in this Agreement, until the earlier of the Closing or the termination of this Agreement.
Series B Stock. There are 5,000 authorized shares of Series B Stock, of which 1,936,63 shares are issued and outstanding as of the date of this Agreement. The Company has made each dividend payment since January 2, 1999 in compliance with, and as required by, the Company's articles of incorporation and there are no accrued and unpaid dividends due holders of the Series B Stock, other than for dividends accrued since the last dividend payment date. Under the terms of the Company's articles of incorporation, the Company has, subject to compliance with the terms of such articles, the right to force conversion of the Series B Stock into Shares effective immediately prior to the date that the Shares are purchased by Parent or the Purchaser in the Offer (the "Acceptance Date"). Pursuant to the terms of the Company's articles of incorporation and
Series B Stock. The Company shall take all action necessary to force the conversion of each issued and outstanding share of Series B Stock into shares of Common Stock prior to the Acceptance Date, including providing any notice to the holders of Series B Stock as required by the Company's articles of incorporation.
Series B Stock. The Series B Stock is subject to exchange pursuant to the Subscription Agreement between the Company and the purchasers thereof.
Series B Stock. This corporation shall at all times reserve -------------- and keep available out of its authorized but unissued shares of Class B Common Stock and Series A Stock, solely for the purpose of effecting the conversion of the shares of the Series B Stock, such number of its shares of each of Class B Common Stock and Series A Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B Stock; and if at any time the number of authorized but unissued shares of each of Class B Common Stock and Series A Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Stock, then in addition to such other remedies as shall be available to the holders of such Series B Stock, this corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Class B Common Stock and Series A Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite approval of any necessary amendment to these articles.
Series B Stock. The holder of each share of Series B Stock -------------- shall have the right to the same number of votes as could be cast by the share(s) of Class B Common Stock into which such Series B Stock could then be converted (with any fractional share determined on an aggregate conversion basis being rounded down to the nearest whole share), and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Class B Common Stock, and shall be entitled, notwithstanding any provision hereof, to notice of any shareholders' meeting in accordance with the Bylaws of this corporation and applicable law, and shall be entitled to vote, together with holders of Class B Common Stock, with respect to any question upon which holders of Class B Common Stock have the right to vote.
Series B Stock. Each issued and outstanding share of Series B Preferred Stock, $0.00001 par value per share, of the Company (“Series B Stock”) shall convert to the right to receive (i) an initial amount of cash equal to the product of (x) the Closing Merger Consideration times (y) the Series B Allocation Percentage divided by the total number of outstanding shares of Series B Stock; (ii) subject to the satisfaction of the First Contingent Merger Consideration Condition, an amount of cash equal to the product of (x) the First Contingent Merger Consideration times (y) the Series B Allocation Percentage divided by the total number of outstanding shares of Series B Stock; (iii) subject to the satisfaction of the Second Contingent Merger Consideration Condition, an amount of cash equal to the product of (x) the Second Contingent Merger Consideration times (y) the Series B Allocation Percentage divided by the total number of outstanding shares of Series B Stock; and (iv) with respect to any portion of the Holder Escrow Amount released to Company Holders from the Escrow Fund, an amount of cash equal to the product of (x) the aggregate amounts of such release from the Escrow Fund times (y) the Series B Allocation Percentage divided by the total number of outstanding shares of Series B Stock.
