Series C Preferred Stock. The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.
Series C Preferred Stock. (i) In the event that (x) the Corporation shall use proceeds from the financing contemplated by the Series C Convertible Preferred Stock Purchase Agreement dated on or about May __, 1997 to acquire additional shares of the capital stock of Sequenom Instruments GmbH and in connection therewith shall acquire a put option to sell such shares of Sequenom Instruments GmbH to TBG, and (y) thereafter the Corporation shall exercise such put option, then the Corporation shall, within 30 days after receipt of the Proceeds of the sale of such shares to the TBG, send notice of such exercise (the "Series C Put Exercise Notice") to each holder of record of Series C Preferred Stock, specifying (A) the amount of proceeds so received from the TBG net of any expenses incurred in connection therewith (the "Series C Put Net Proceeds"), (B) the date (the "Series C Redemption Date") on which the Corporation will redeem shares of Series C Preferred Stock from electing holders of the Series C Preferred Stock in accordance with this Section 6, which Series C Redemption Date shall be not less than 45 days nor more than 90 days after the date of such notice (the "Series C Notice Date") and (C) each such holder's Series C Pro Rata Redemption Amount (as hereinafter defined).
(ii) Each holder of Series C Preferred Stock may elect to have the Corporation redeem from it on the Series C Redemption Date, to the extent the Corporation has funds legally available for such purpose, up to a number of shares of Series C Preferred Stock equal to such holder's Series C Pro Rata Redemption Amount (as hereinafter defined) at a redemption price of $3.15 per share. Such election may be made only by delivering to the Corporation within thirty (30) days after the Series C Notice Date (A) a written election signed by such holder specifying the number of shares of Series C Preferred Stock so to be redeemed (which number shall be not more than such holder's Series C Pro Rata Redemption Amount), and (B) certificates for the shares of Series C Preferred Stock so to be redeemed, together with stock powers therefor duly executed by such holder in blank.
(iii) For purposes of this Subsection 6(b), each holder of Series C Preferred Stock's "Series C Pro Rata Redemption Amount" shall be the greatest whole number represented by a fraction, the numerator or which is the product of the number of shares of Series C Preferred Stock held by such holder times the Series C Put Net Proceeds, and the denominator or which ...
Series C Preferred Stock. A description of the Series C Preferred Stock and a statement of its preferences, voting powers, qualifications and special or relative rights or privileges is as follows:
Series C Preferred Stock. (a) Subject to the terms and conditions of this Agreement, WCI agrees to act as lead manager of the Rights Offering on a best efforts basis and shall purchase up to 1,750,000 shares of Series C Stock at a price of $10.00 per Share, in the event the Rights Offering is not fully subscribed. WCI's obligation to purchase Series C Shares is subject to the conditions set forth in Section 3.2. BTC shall have the right, and WCI agrees to cooperate with BTC in the event BTC elects prior to the commencement of the Rights Offering, to purchase the sum of (i) 50% of the Series C Shares that are not subscribed for in the Rights Offering, and (ii) 50% of the aggregate number of shares subscribed for by BTC and WCI. The subscription price and other material terms of the Rights Offering shall be substantially as set forth in the Summary of Terms attached as Schedule 1.4 hereto.
Series C Preferred Stock. The Company will not issue any additional shares of its Series C Preferred Stock.
Series C Preferred Stock. Eight Million One Hundred Twenty Five Thousand Eight Hundred Eighty-Nine (8,125,889) shares of issued and outstanding Series C Preferred Stock.
Series C Preferred Stock. Each share of Series C Preferred ------------------------ Stock of the Company, par value $1.00 per share, ("Series C Preferred") issued and outstanding immediately prior to the Effective Time (other than any shares of Series C 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 $2.07 (the "Series C Preference Amount") plus the Per Share Amount, by (B) the Average Closing Price upon surrender of the certificate representing such share of Series C Preferred in the manner provided in Section 1.8.
Series C Preferred Stock. Subject to Section 2.4(d), each share of Series C Preferred Stock of Company ("Series C Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be cancelled pursuant to Section 2.4(b) and any Dissenting Shares) will be cancelled and extinguished and be converted automatically into the right to receive 0.221239 shares of Parent Common Stock (the "Series C Exchange Ratio").
Series C Preferred Stock. Upon the written request of the holders of a majority of the Series C Registrable Securities requesting that the Company effect the registration under the Securities Act of all or part of such holders' Series C Registrable Securities on Form S-1 or a Long-Form Registration or on Form S-3 or a Short-Form Registration, if available, the Company shall promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company shall promptly use its best efforts to effect the registration under the Securities Act of
(A) the Series C Registrable Securities which the Company has been so requested to register by such holders, and
(B) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company within 30 days after the receipt of such written notice by the Company, all to the extent requisite to permit the disposition of the Registrable Securities so to be registered. All registrations requested pursuant to Section 5.1(a)(i), (ii) or (iii) are referred to herein as "Demand Registrations".
Series C Preferred Stock. So long as shares of Series C ------------------------ Preferred Stock are outstanding, this corporation shall not without first obtaining the approval (by vote or written consent, as provided by law) of the holders of a majority of the then outstanding shares of Series C Preferred Stock alter or change the rights, preferences or privileges of the shares of Series C Preferred Stock so as to adversely affect the shares or the holders thereof.
