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 is the product of the total number of shares of Series C Preferred Stock issued and outstanding times $1.50. (iv) On the Series C Redemption Date the Corporation shall redeem from the electing holders of Series C Preferred Stock the shares of Series C Preferred Stock as to which election notices have been properly sent, to the extent the Corporation has funds legally available for such purpose. (v) If the funds of the Corporation legally available for redemption of shares of Series C Preferred Stock on the Series C Redemption Date are insufficient to redeem the total number of shares of Series C Preferred Stock submitted for redemption, those funds which are legally available will be used to redeem the maximum possible number of whole shares ratably among the holders of such shares in accordance with the manner of determining the Series C Pro Rata Redemption Amount set forth above. The shares of Series C Preferred Stock not redeemed shall remain outstanding and entitled to all rights and preferences provided herein.
Appears in 2 contracts
Samples: Series C Convertible Preferred Stock Purchase Agreement (Sequenom Inc), Series C Convertible Preferred Stock Purchase Agreement (Sequenom Inc)
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 The number of 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 constituting the Series C Preferred Stock shall be 300,000,000 (Three Hundred Million). Such number of shares may be increased or decreased in accordance with the other provisions of this Section 6Article FOURTH, which Series C Redemption Date provided, however, that no decrease 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 reduce the number of shares of Series C Preferred Stock so to be redeemed (which a number shall be not more less than such holder's Series C Pro Rata Redemption Amount)the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation and (B) certificates convertible into or exchangeable 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"
(J) adding the following new sentence immediately after the existing text of Clause (c)(ii)(A) of Article FOURTH thereof: "Without limiting the terms of Clause (c)(ii)(B) below, if dividends are declared with respect to the Common Stock or any class or series of capital stock ranking junior to the High Vote Preferred Stock then holders of High Vote Preferred Stock shall be entitled to receive a dividend equivalent to that which would have been payable had the greatest whole number represented by a fraction, High Vote Preferred Stock been converted into shares of Common Stock immediately prior to the numerator or which is the product record date for payment of the number dividend on the Common Stock and no such dividend on Common Stock shall be paid unless and until such dividend also shall have been paid on the High Vote Preferred Stock."
(K) striking out Clause (c)(ii)(B) of shares Article FOURTH thereof and by substituting in lieu of Series C said Clause(c)(ii)(B) of said Article the following new Clause: "DIVIDEND RESTRICTIONS. Unless all accrued dividends on the High Vote Preferred Stock held by such holder times the Series C Put Net Proceedspursuant to Clause (c)(ii)(A) of Article FOURTH shall have been paid or declared, no dividend shall be paid or declared, and no distribution shall be made, on any Common Stock or any class or series of capital stock ranking junior to the denominator High Vote Preferred Stock. No dividends or which is the product other distributions shall be authorized, declared, paid or set apart for payment on any class or series of the total number of shares of Series C Corporation's stock heretofore or hereafter issued ranking, as to dividends, on a parity with or junior to the High Vote Preferred Stock issued for any period unless full cumulative dividends have been, or contemporaneously are, authorized, declared or paid on the High Vote Preferred Stock. The restrictions contained in this Clause (c)(ii)(B) and outstanding times $1.50in Clause (c)(ii)(A) above shall not apply to any dividend or distribution in respect of which an adjustment has been, or simultaneously is being, made pursuant to the provisions of Clause (c)(v)(D) of this Article FOURTH."
(ivL) On striking out Clause (c)(iii)(A) of Article FOURTH thereof and by substituting in lieu of said Clause (c)(iii)(A) of said Article the Series C Redemption Date the Corporation shall redeem from the electing holders of Series C Preferred Stock the shares of Series C Preferred Stock as to which election notices have been properly sent, to the extent the Corporation has funds legally available for such purpose.
(v) If the funds of the Corporation legally available for redemption of shares of Series C Preferred Stock on the Series C Redemption Date are insufficient to redeem the total number of shares of Series C Preferred Stock submitted for redemption, those funds which are legally available will be used to redeem the maximum possible number of whole shares ratably among the holders of such shares in accordance with the manner of determining the Series C Pro Rata Redemption Amount set forth above. The shares of Series C Preferred Stock not redeemed shall remain outstanding and entitled to all rights and preferences provided herein.following new Clause:
Appears in 1 contract
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 The number of 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 constituting the Series C Preferred Stock shall be 300,000,000 (Three Hundred Million). Such number of shares may be increased or decreased in accordance with the other provisions of this Section 6Article FOURTH, which Series C Redemption Date provided, however, that no decrease 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 reduce the number of shares of Series C Preferred Stock so to be redeemed (which a number shall be not more less than such holder's Series C Pro Rata Redemption Amount)the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation and (B) certificates convertible into or exchangeable 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"
(I) adding the following new sentence immediately after the existing text of Clause (c)(ii)(A) of Article FOURTH thereof: "Without limiting the terms of Clause (c)(ii)(B) below, if dividends are declared with respect to the Common Stock or any class or series of capital stock ranking junior to the High Vote Preferred Stock then holders of High Vote Preferred Stock shall be entitled to receive a dividend equivalent to that which would have been payable had the greatest whole number represented by a fraction, High Vote Preferred Stock been converted into shares of Common Stock immediately prior to the numerator or which is the product record date for payment of the number dividend on the Common Stock and no such dividend on Common Stock shall be paid unless and until such dividend also shall have been paid on the High Vote Preferred Stock."
(J) striking out Clause (c)(ii)(B) of shares Article FOURTH thereof and by substituting in lieu of Series C said Clause(c)(ii)(B) of said Article the following new Clause: "DIVIDEND RESTRICTIONS. Unless all accrued dividends on the High Vote Preferred Stock held by such holder times the Series C Put Net Proceedspursuant to Clause (c)(ii)(A) of Article FOURTH shall have been paid or declared, no dividend shall be paid or declared, and no distribution shall be made, on any Common Stock or any class or series of capital stock ranking junior to the denominator High Vote Preferred Stock. No dividends or which is the product other distributions shall be authorized, declared, paid or set apart for payment on any class or series of the total number of shares of Series C Corporation's stock heretofore or hereafter issued ranking, as to dividends, on a parity with or junior to the High Vote Preferred Stock issued for any period unless full cumulative dividends have been, or contemporaneously are, authorized, declared or paid on the High Vote Preferred Stock. The restrictions contained in this Clause (c)(ii)(B) and outstanding times $1.50in Clause (c)(ii)(A) above shall not apply to any dividend or distribution in respect of which an adjustment has been, or simultaneously is being, made pursuant to the provisions of Clause (c)(v)(D) of this Article FOURTH."
(ivK) On striking out Clause (c)(iii)(A) of Article FOURTH thereof and by substituting in lieu of said Clause (c)(iii)(A) of said Article the Series C Redemption Date the Corporation shall redeem from the electing holders of Series C Preferred Stock the shares of Series C Preferred Stock as to which election notices have been properly sent, to the extent the Corporation has funds legally available for such purpose.
(v) If the funds of the Corporation legally available for redemption of shares of Series C Preferred Stock on the Series C Redemption Date are insufficient to redeem the total number of shares of Series C Preferred Stock submitted for redemption, those funds which are legally available will be used to redeem the maximum possible number of whole shares ratably among the holders of such shares in accordance with the manner of determining the Series C Pro Rata Redemption Amount set forth above. The shares of Series C Preferred Stock not redeemed shall remain outstanding and entitled to all rights and preferences provided herein.following new Clause:
Appears in 1 contract
Samples: Voting Agreement (America Online Latin America Inc)
Series C Preferred Stock. (i) In From and after the event that (x) Effective Date, so long as any shares of Series C Preferred Stock are outstanding, the Corporation shall use proceeds from the financing contemplated by the Series C Convertible Preferred Stock Purchase Agreement dated not declare, pay or set apart for payment any dividend or make any Distribution on any Common Stock, unless (i) all Section 4(a)(ii) Dividends have been paid 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 TBGset aside for payment, and (yii) thereafter at the time of such dividend or Distribution the Corporation first pays (or sets aside for payment) a non-cumulative dividend or makes a Distribution, which non-cumulative dividend or Distribution shall exercise such put optionbe payable in cash or the same securities or other assets or other property as is paid to holders of Common Stock, then on each outstanding share of Series C Preferred Stock in an amount equal to the product of (A) any per share dividend or Distribution paid on the Common Stock multiplied by (B) a fraction, (I) the numerator of which is $1,000 and (II) the denominator of which is the Applicable Conversion Price. Notwithstanding the provisions of Section 10 hereof, if the Corporation shallpays a dividend or makes a Distribution that causes it to make a payment to Series C Holders pursuant to this Section 4(a)(i), within 30 days after receipt no adjustment to the Conversion Price under Section 10 shall be made with respect to such dividend or Distribution.
(ii) If the Stockholder Approval is not received at the Initial Stockholder Meeting or if the Initial Stockholder Meeting does not occur on or prior to the Stockholder Outside Date, then, from and including the earlier of the Proceeds date of the sale Initial Stockholder Meeting or the Stockholder Outside Date, to but excluding the Mandatory Conversion Date, cumulative dividends shall accrue at the Section 4(a)(ii) Dividend Rate and shall be payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year (each, a “Section 4(a)(ii) Dividend Payment Date”) or, if any such shares to day is not a Business Day, the TBGnext Business Day. Section 4(a)(ii) Dividends, send notice if, when and as declared by the Board of such exercise (Directors or a duly authorized committee of the "Series C Put Exercise Notice") to Board of Directors, will be, for each holder of record outstanding share of Series C Preferred Stock, specifying payable in cash at an annual rate equal to the Section 4(a)(ii) Dividend Rate multiplied by the sum of (A) the amount of proceeds so received from the TBG net of any expenses incurred in connection therewith (the "Series C Put Net Proceeds"), Liquidation Preference plus (B) the date (the "Series C Redemption Date"all accrued and unpaid dividends for any prior Section 4(a)(ii) Dividend Period that are payable on which the Corporation will redeem shares such share of Series C Preferred Stock from electing holders of the Series C Preferred Stock in accordance with this Stock. Section 6, which Series C Redemption Date 4(a)(ii) Dividends shall be not less than 45 days nor more than 90 days after the date of such notice (the "Series C Notice Date") paid prior to 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 in addition to have the Corporation redeem from it any dividends payable 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 pursuant to be redeemed, together with stock powers therefor duly executed by such holder in blankSection 4(a)(i).
(iii) For purposes Section 4(a)(ii) Dividends will be computed on the basis of this Subsection 6(b)a 360-day year of twelve 30-day months and, each holder of Series C Preferred Stock's "Series C Pro Rata Redemption Amount" shall for any Section 4(a)(ii) Dividend Period greater or less than a full Section 4(a)(ii) Dividend Period, will be computed on the greatest whole number represented by a fraction, the numerator or which is the product basis of the actual number of shares of Series C Preferred Stock held days elapsed in the period divided by such holder times 360. The period from the Series C Put Net Proceeds, and the denominator or which is the product date of the total number of shares of Series C Preferred Stock issued Initial Stockholder Meeting or the Stockholder Outside Date, as applicable, to the first Section 4(a)(ii) Dividend Payment Date thereafter and outstanding times $1.50each period from and including a Section 4(a)(ii) Dividend Payment Date to but excluding the following Section 4(a)(ii) Dividend Payment Date is herein referred to as a “Section 4(a)(ii) Dividend Period”.
(iv) On Section 4(a)(ii) Dividends are cumulative. Section 4(a)(ii) Dividends shall begin to accrue and be cumulative from and including the Series C Redemption date of the Initial Stockholder Meeting or the Stockholder Outside Date, as applicable, shall compound at the Section 4(a)(ii) Dividend Rate on each subsequent Section 4(a)(ii) Dividend Payment Date (i.e., no Section 4(a)(ii) Dividends shall accrue on a previous Section 4(a)(ii) Dividend unless and until the Corporation shall redeem from the electing holders of Series C Preferred Stock the shares of Series C Preferred Stock as to which election notices have been properly sent, to the extent the Corporation has funds legally available first Section 4(a)(ii) Dividend Payment Date for such purpose.
(vprevious Section 4(a)(ii) If the funds of the Corporation legally available for redemption of shares of Series C Preferred Stock Dividends has passed without such previous Section 4(a)(ii) Dividends having been paid on the Series C Redemption Date are insufficient to redeem the total number of shares of Series C Preferred Stock submitted for redemptionsuch date) and shall be payable quarterly in arrears on each Section 4(a)(ii) Dividend Payment Date, those funds which are legally available will be used to redeem the maximum possible number of whole shares ratably among the holders of such shares in accordance commencing with the manner of determining the Series C Pro Rata Redemption Amount set forth above. The shares of Series C Preferred Stock not redeemed shall remain outstanding and entitled to all rights and preferences provided herein.first such Section 4(a)(ii)
Appears in 1 contract
Samples: Exchange Agreement
Series C Preferred Stock. the extent it is then lawfully able to do so), but subject to the provisions of Section 8(b) and Section 8(c) below, redeem from the holders requesting such redemption (i) In the event that (xincluding those holders who later request redemption on a timely basis as hereinafter provided) 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 outstanding shares of Series C Preferred Stock from electing holders and Series C-1 Preferred Stock specified in said request by payment in cash in respect of each share redeemed of an amount equal to the Series C Preferred Stock in accordance with this Section 6, which Liquidation Preference. Upon receipt of any such request as to an Optional Series C Redemption Date Redemption, the Corporation shall be not less than 45 days nor more than 90 days after promptly give written notice of the date redemption request to each nonrequesting holder of such notice (record of the "Series C Notice Date") and (C) each such holder's Series C Pro Rata Redemption Amount (as hereinafter defined).
(ii) Each holder shares of Series C Preferred Stock may elect and Series C-1 Preferred Stock and to have each holder of shares of Series E Preferred Stock and Series D Preferred Stock, postage prepaid, at the Corporation redeem from it post office address last shown on the records of the Corporation. With respect to an Optional Series C Redemption DateRedemption, to the extent the Corporation has funds legally available for such purpose, up to a number nonrequesting holders of shares of Series C Preferred Stock equal to such holder's and 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 C-1 Preferred Stock shall have thirty (30) days after from the Series C Notice Date (A) a written election signed by date such holder specifying the number notice is mailed to request in writing redemption of shares of their Series C Preferred Stock so to be redeemed (which number shall be not more than such holder's and 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 is the product of the total number of shares of Series C Preferred Stock issued and outstanding times $1.50.
(iv) On the Series C Redemption Date the Corporation shall redeem from the electing holders of Series C Preferred Stock the shares of Series C Preferred Stock as to which election notices have been properly sent, to the extent the Corporation has funds legally available for such purpose.
(v) If the funds of the Corporation legally available for redemption of shares of Series C C-1 Preferred Stock on the terms contained herein and on the date of redemption set forth in Section 8(c), and all such requests shall be deemed to have been received by the Corporation on the date of the initial request by the Option Holders. Notwithstanding the foregoing, if the Series C Redemption Date are insufficient D Preferred Stock has elected to redeem be redeemed pursuant to Section 8(b) below and/or if the total number of shares Series E Preferred Stock has elected to be redeemed pursuant to Section 8(c) below, no payments shall be made with respect to this Section 8(a) until the Series D Liquidation Preference (including any principal, interest or other amounts represented by a promissory note) with respect to each share of Series C D Preferred Stock submitted for redemption, those funds which are legally available will be used to redeem the maximum possible number of whole shares ratably among the holders of such shares then outstanding shall have been paid in accordance with the manner of determining full and/or the Series C Pro Rata Redemption Amount set forth above. The shares E Liquidation Preference (including any principal, interest or other amounts represented by a promissory note) with respect to each share of Series C E Preferred Stock not redeemed then outstanding shall remain outstanding and entitled to all rights and preferences provided hereinhave been paid in full.
Appears in 1 contract
