Series C Preferred Shares. Carbonics shall cause Viridis to assign and transfer to the Series C Purchaser at the Closing all Series C Preferred Shares owned by Viridis and shall also cause Viridis to enter into a Stock Purchase Agreement with the Series C Purchaser, substantially in the form set forth in Exhibit G, in connection with such assignment and transfer of the Series C Preferred shares.
Series C Preferred Shares. Pursuant to Section 5.3 of this Declaration, a series of preferred shares of beneficial interest designated 9 1/8% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest ($0.01 Par Value Per Share) (Liquidation Preference $250.00 Per Share) (the "Series C Preferred Shares") is hereby established on the following terms:
Series C Preferred Shares. A total of 27,179,512 authorized Series C Preferred Shares, par value of US$0.0001 (“Series C Preferred Shares, and each a “Series C Preferred Share”), 25,049,612 of which are issued and outstanding. The rights, privileges and preferences of the Series C Preferred Shares are as stated in the Amended M&A as provided by the Company Law.
Series C Preferred Shares. A total of 50,518 authorized Series C Preferred Shares, par value US$0.0001 per share, none of which are issued and outstanding. Each Series C Preferred Share shall rank pari passu with or senior to an Ordinary Shares in all material aspects, including without limitation, dividends, liquidation, redemption and voting right, except for appointment of directors of the Company.
Series C Preferred Shares. A total of 26,674,518 authorized Series C Preferred Shares, none of which has been issued.
Series C Preferred Shares. Each of the Warrants is hereby amended so that upon exercise of the Warrants, in lieu of receiving shares of Common Stock at the exercise price per share set forth on Schedule 1 attached hereto, the Holders shall receive shares of the Issuer’s newly issued Series C Convertible Preferred Stock with a stated value per share of $7.80 at an conversion price per share of $0.39 (the “Series C Preferred Shares”), as authorized by the Certificate of Designation filed with the Nevada Secretary of State on May 29, 2008, a certified copy of which is attached as Exhibit A hereto, as more fully set forth on Schedule I attached hereto. The new form of Exercise Notice for the Warrants, as amended by this Amendment, is attached hereto as Exhibit B.
Series C Preferred Shares. Upon the surrender of a certificate representing Series C Preferred Shares to Parent at or after the Effective Time, the holder of such certificate shall be entitled to receive from Parent and Parent shall immediately pay to such holder the Per Series C Preferred Share Consideration payable pursuant to Section 4.2(b) for the Series C Preferred Shares formerly represented by such certificate. Until surrendered as contemplated by this Section 4.3(b)(ii), each certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash such holder shall be entitled to receive pursuant to Section 4.2(b)(i). Parent shall, as promptly as is reasonably practicable after the date hereof (and in no event later than 10 Business Days prior to the Closing), deliver to each holder of Series C Preferred Shares such transmittal materials as would be required of holders of Certificates pursuant to the first sentence of Section 4.3(b)(i) and so long as such holder of Series C Preferred Shares completes such transmittal materials and delivers them to Parent at or prior to the Closing (it being understood and agreed that if Parent shall fail to deliver such transmittal materials to such holder of Series C Preferred Shares no later than 10 Business Days prior to the Closing then in such event such transmittal materials shall not be required to be completed by such holder of Series C Preferred Shares), Parent shall cause the Exchange Agent to pay to each holder of Series C Preferred Shares immediately after the Effective Time, the Per Series C Preferred Share Consideration payable with respect of the Common Shares held by such holder of Series C Preferred Shares upon surrender of the Certificates representing such Common Shares.
Series C Preferred Shares. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer including by merger or consolidation except as expressly provided in Section 4(k) hereof. A Buyer may assign some or all of its rights hereunder without the consent of the Company, provided, however, that any such assignment shall not release such Buyer from its obligations hereunder unless such obligations are assumed by such assignee and the Company has consented to such assignment and assumption.
Series C Preferred Shares. Any amount of Buyer common stock to be issued pursuant to this Agreement, including but not limited to Initial Shares, Milestone Shares, any Buyer common stock underlying the Preliminary Purchase Price, the Excess Amount and any Buyer common stock underlying adjustments to the Preliminary Purchase Price pursuant to Section 2.7 (collectively, “Buyer Shares”), that exceeds 19.99% of the outstanding common stock of the Buyer on the Business Day immediately following the Closing shall instead be issued as “Series C Preferred Shares” pursuant to a Certificate of Designation filed with the Secretary of State of the State of Delaware prior to the Closing, with a prohibition on conversion of such Series C Preferred Shares. Such prohibition will be lifted if there is a shareholder vote in favor of the issuance of the shares of Buyer common stock underlying the Series C Preferred Shares (the “Requisite Approval”); provided, however, that the Buyer Shares shall not be entitled to vote to approve the lifting of such prohibition. The Company shall use reasonable best efforts to call a meeting of the shareholders and present the proposal to issue the shares of common stock underlying the Series C Preferred Shares to be voted upon at such meeting on or before June 30, 2017.
Series C Preferred Shares. 3.1 Notwithstanding any contrary provision of the Current IRA, including but not limited to Sections 5 and 6.4 of the Current IXX, (a) the Parties hereby ratify the Company's authorization and crxxxion of Series C Preferred Shares with the rights, preferences and privileges provided in Article 7-3 of the AOI (the "Series C Rights"), (b) the Parties hereby approve the sale and issuance by the Company of the Series C Preferred Shares, and (c) the Parties hereby agree that the Series C Rights shall not implicate the provisions of Section 5.7 of the Current IRA.
3.2 Notwithstanding any contrary provision in Section 5 of xxe Current IRA, the Parties hereby acknowledge and agree that the Series C Rightx xmpact the rights, preferences and privileges of the Series A Preferred Shares and Series B Preferred Shares relating to voting, dividend preferences, liquidation preferences, conversion and redemption as provided in Article 7-1, Article 7-2 and Article 7-3 of the AOI.
