Series D Preferred Stock. Each share of the Series D Preferred Stock issued and outstanding immediately prior to the Effective Time shall not be affected by the Merger and shall, upon the election of holders of a majority of the then outstanding Series D Preferred Stock, be converted, immediately after the Reverse Split and simultaneously with the conversion of the Series E Preferred Stock as contemplated by Section 1.07(d)(ii) below, into that number of shares of common stock of the Surviving Corporation in accordance with Section 7(aa) of Article V.B of the Restated Articles then in effect.
Series D Preferred Stock. The holders of outstanding shares of Series D 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, Series C Preferred Stock or Common Stock (collectively, the “ Junior Stock ”) of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Junior Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all declared dividends on the Series D Preferred Stock have been paid or set apart for payment to the holders of Series D Preferred Stock. The right to receive dividends on shares of Series D Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series D Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year. [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Confidential Treatment Requested by Fluidigm Corporation
Series D Preferred Stock. An aggregate of 330,000 shares of Series D Preferred Stock have been issued to Penthouse in partial consideration for the contemplated sale of iBill to CCI. The Series D Preferred Stock (A) pays no dividend, (B) has a $100 per share liquidation value, (C) is unsecured and non-redeemable, and (D) on the earlier to occur of (x) the Company obtaining Stockholder Approval and approval by the AMEX of the iBill, or (y) January 21, 2005, shall be automatically converted, together with approximately 3.2 million shares of Company Common Stock to be issued to Penthouse in connection with the consummation of the iBill sale, into that number of shares of Common Stock that would represent 49.9% of the “Fully-Diluted Company Common Stock” at the time of conversion. Fully-Diluted Company Common Stock means all outstanding shares of Company Common Stock and all additional Common Stock issuable upon exercise or conversion of all options, warrants, convertible notes or convertible preferred stock (including, for purposes of such definition, all Common Stock issuable in connection with the Transaction Securities). It is anticipated that an aggregate of approximately 81.4 million shares of Company Common Stock (the “Series D Conversion Shares”) will be issued to Penthouse upon full conversion of the Series D Preferred Stock. It is anticipated that, following the acquisition of the GMI Stock and consummation of the iBill acquisition, such Series D Conversion Shares and the 3.2 million shares of Common Stock (a total of up to 85.0 million shares of Common Stock) will be distributed to the holders of Penthouse Common Stock and other securities convertible into or exercisable for shares of Penthouse Common Stock in connection with the subsequent liquidation of that entity.
Series D Preferred Stock. The REIT’s 6,245,156 shares of 6.25% Series D Preferred Stock issued on March 16, 2016 pursuant to the Amended and Restated Articles of Incorporation of the REIT, as amended.
Series D Preferred Stock. Each share of Series D Preferred ------------------------ Stock of the Company, par value $1.00 per share, ("Series D Preferred") issued and outstanding immediately prior to the Effective Time (other than any shares of Series D 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 $6.00 (the "Series D Preference Amount") plus the Per Share Amount, by (B) the Average Closing Price upon surrender of the certificate representing such share of Series D Preferred in the manner provided in Section 1.8.
Series D Preferred Stock. Effective from and after the Effective Time and until the Amendments (as defined in Section 2.2(b)) have been approved by the stockholders of the Company and filed by the Company with, and accepted by, the Delaware Secretary of State, Pillar I, as the sole holder of the Company’s outstanding Series D Convertible Preferred Stock, par value $0.01 per share (the “SERIES D PREFERRED STOCK”) hereby (i) irrevocably waives the right of the holders of the Series D Preferred Stock under Section 2.1 of the Certificate of Designations, Preferences and Rights of Series D Preferred Stock, as amended from time to time (the “SERIES D CERTIFICATE OF DESIGNATIONS”) to receive, in the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company (herein, a “LIQUIDATION”), an amount per share of Series D Preferred Stock equal to the Series D Original Issue Price (as defined in the Series D Certificate of Designations) plus any dividends accrued or declared but unpaid thereon to the extent such amount is greater than the amount that would have been payable with respect to such share had all shares of Series D Preferred Stock been converted into Common Stock pursuant to Section 4 of the Series D Certificate of Designations immediately prior to such Liquidation (the “SERIES D LIQUIDATION PREFERENCE RIGHT”) and (ii) irrevocably agrees that in accordance with Section 2.1 of the Certificate of Designations upon a Liquidation the holders of the Series D Preferred Stock shall receive under Section 2.1 of the Series D Certificate of Designations an amount per share of Series D Preferred Stock equal to the amount that would be payable with respect to such share had all shares of Series D Preferred Stock been converted into Common Stock pursuant to Section 4 of the Series D Certificate of Designations immediately prior to such Liquidation. In connection with this Section 2.1(A), and in accordance with Section 8 of the Series D Certificate of Designations, simultaneously upon the execution of this Agreement Pillar I, in its capacity as the holder of 100% of the issued and outstanding shares of Series D Preferred Stock, has delivered to the Company an irrevocable waiver of the Series D Liquidation Preference Right.
Series D Preferred Stock. 1. Designation; Series D of preferred stock is hereby designated as Series D Preferred Stock (the “Series D Preferred Stock”). All series of preferred stock, whether now or hereafter designated, may by their respective terms have a preference over the Series D Preferred Stock in respect of distribution upon liquidation, dividends or any other right or matter.
Series D Preferred Stock. (i) Pursuant to Section 4 of the Series D CoD, the Holder, in its capacity as a holder of the Series D Preferred Stock, consents to the amendment of Section 6(d) of the Series D CoD to increase the Beneficial Ownership Limitation Ceiling from 9.99% to 49.9% (the “Series D CoD Amendment”).
Series D Preferred Stock. For the purposes of this Article V.B only, the following terms shall have the following meanings (with terms defined in the singular having comparable meanings when used in the plural and vice versa), unless the context otherwise requires:
Series D Preferred Stock. Immediately prior to the Acceptance Time, the Company shall redeem all of the Company Series D Preferred Stock in accordance with Section 8 of the Company’s Certificate of Designation of the Series D Preferred Stock.
