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.
Series D Preferred Stock. The term "Series D Preferred Stock shall mean the Series D Cumulative Convertible Preferred Stock, par value $1 per share, of Issuer containing the terms and provisions set forth in the Certificate of Designation attached hereto as Exhibit A.
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. 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 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. 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 Buyer irrevocably agrees to purchase up to $4,800,000, and the Company irrevocably agrees to sell the Buyer up to $2,400,000 of Series D Preferred Stock (the "Series D Preferred Stock") in a series of tranches, commencing thirty (30) days after the Effective Date of the Registration Statement contemplated by the Registration Rights Agreement attached hereto as ANNEX IV (the "Effective Date"). Buyer's obligation to purchase the Series D Preferred Stock on each Additional Closing Date (which shall occur not less than thirty (30 ) calendar days apart), shall be contingent upon the satisfaction of the following conditions:
(a) The Company shall give the Buyer five (5) days prior written notice;
(b) The Series D Preferred Stock issued in each tranche shall be not less than $200,000 nor in excess of $400,000 principal amount;
(c) On each Additional Closing Date;
(i) the Registration Statement required to be filed under the Registration Rights Agreement, is effective;
(ii) The representations and warranties contained in Section 3 shall be true and correct in all material respects;
(iii) The average daily trading volume for the previous thirty (30) trading days must exceed $100,000;
(iv) The average daily share price of the common stock for the ten trading days prior thereto, must exceed 60% of the price per share on the Closing Date of the Series C Preferred Stock, or on the immediately preceding Additional Closing Date as applicable; and
(d) In the event that (x) the Company does not exercise its option to require the Buyer to purchase at least $2,400,000 of Series D Preferred Stock, or (y) the Buyer does not purchase at least $2,400,000 of Series D Preferred Stock because (A) the Buyer in its discretion, refuses to purchase such amount because of the failure to satisfy the conditions set forth in Paragraph 4i(c)(iii) or Paragraph 4i(c)(iv) hereof, or (B) the Buyer's obligation to purchase is suspended under Paragraph 4g(i)(a), the Company will, not later than thirteen (13) months after the Effective Date issue to the Buyer an additional 300,000 Warrants upon the terms and conditions of Paragraph 4(h) hereof.
(e) Notwithstanding anything to the contrary contained herein, in the event the Buyer does not purchase a tranche, or at least $200,000 of a tranche, of Series D Preferred Stock because the conditions preceded in Paragraph 4(i)(c)(iii) or (c)(iv) have not been met, the Company may offer to sell a tranche not exceeding $400,000 of such Series D Preferred...
Series D Preferred Stock. The Company and the Holder agree that the ------------------------ Statement of Resolutions of the Board of Directors Establishing and Designating Series D Convertible Preferred Stock and Fixing the Rights and Preferences of Such Series be amended to read as set forth in Annex I ------- attached hereto (the "Amended Statement of Resolutions").
Series D Preferred Stock. The term "Series D Preferred Stock" shall mean preferred stock of the Company having the following preferences, designations, rights, and limitations:
Series D Preferred Stock. The Series D Preferred Stock Statement With Respect to Shares in substantially the form of Exhibit D hereto shall have been filed with the Department of State of the Commonwealth of Pennsylvania.
