Series E Preferred Stock. The Board of Directors of the Corporation has heretofore designated 500,000 shares of the Preferred Stock as the Cumulative Participating Preferred Stock, Series E ("Series E Stock"). Such number may from time to time be decreased (but not below the number of shares of Series E Stock then outstanding) by the Board of Directors of the Corporation. In addition to any relative rights and preferences hereinabove granted, the relative rights and preferences of such series and the holders of the outstanding shares thereof are as set forth in paragraphs (C)(1) through (C)(5) of this Article.
Series E Preferred Stock. Each share of the Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall not be affected by the Merger and shall be automatically reverse split, immediately after the Effective Time, on a 70,000 to 1 basis in accordance with the terms of the Restated Articles (the “Reverse Split”). Immediately after the Reverse Split, (i) each holder holding fractional shares of Series E Preferred Stock (each, a “Series E Distribution Holder”) shall receive, in exchange for the cancellation of all fractional shares of Series E Preferred Stock held by such Series E Distribution Holder, an amount in cash equal to the product of (x) the fractional shares of the Series E Preferred Stock held by such Series E Distribution Holder, multiplied by (y) the quotient referred to in Section 7(a)(ii) of Article V.C of the Restated Articles then in effect, as adjusted pursuant to the Restated Articles after the Reverse Split, multiplied by (z) the Merger Consideration (such amount of cash payable to each Series E Distribution Holder shall be referred to as the “Series E Distribution” for such Series E Distribution Holder), and (ii) all other shares of Series E Preferred Stock shall remain issued and outstanding, and shall, upon the election of holders of a majority of the then outstanding Series E Preferred Stock, be converted into that number of shares of common stock of the Surviving Corporation (rounded up to the nearest whole number) in accordance with Section 7(aa) of Article V.C of the Restated Articles then in effect. Immediately after the Reverse Split, all fractional shares of Series E Preferred Stock shall no longer remain outstanding and shall automatically be cancelled and shall cease to exist, and each Series E Distribution Holder of a certificate that represented such fractional shares of Series E Preferred Stock as a result of the Reverse Split (a “Series E Stock Certificate”) shall cease to have any rights with respect thereto, except the right to receive his, her or its Series E Distribution, to be paid in consideration therefor upon surrender of such Series E Stock Certificate in accordance with Section 2.01(b), without interest.
Series E Preferred Stock. Series E Preferred Stock" shall mean the shares of Series E Preferred Stock, no par value, of the Company.
Series E Preferred Stock. The Series E Preferred Stock has been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Series E Preferred Stock will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and, until the approval by the Company’s stockholders of the amendment to the Charter to cause the Series D Preferred Stock and any other series of Serial Preferred Stock (as defined in the Charter) issued to the Investor to rank senior to the Series C Preferred Stock and any subsequently issued series of Serial Preferred Stock (as defined in the Charter) that is not initially issued to the Investor, will rank pari passu with all other series or classes of the Company’s preferred stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.
Series E Preferred Stock. The total number of fractional shares of Series E Preferred Stock to receive the Series E Distribution pursuant to Section 1.07(d) shall constitute less than 10% of the total outstanding shares of Series E Preferred Stock immediately after the Reverse Split.
Series E Preferred Stock. The Amended and Restated Certificate of Incorporation of Acquiror (the "Certificate of Incorporation") shall be amended and restated in the form of the ---------------------------- Third Amended and Restated Certificate of Incorporation attached as Exhibit III ----------- hereto (the "New Certificate of Incorporation") setting forth the rights and -------------------------------- preferences of the Series E Preferred Stock and modifying the rights and preferences of the Series A Convertible Redeemable Preferred Stock, the Series B Convertible Redeemable Preferred Stock, the Series C Convertible Redeemable Preferred Stock and the Series D Non-Voting Convertible Preferred Stock (each series as described in the New Certificate of Incorporation), which shall be filed with the Secretary of State of the State of Delaware in accordance with the Delaware General Corporation Law (the "DGCL")
Series E Preferred Stock. The Series E Preferred Stock Statement With Respect to Shares in substantially the form of Exhibit C hereto shall have been filed with the Department of State of the Commonwealth of Pennsylvania.
Series E Preferred Stock. (i) Pursuant to Section 4 of the Series E CoD, the Holder, in its capacity as the sole holder of the Series E Preferred Stock, consents to the amendment of Section 6(d) of the Series E CoD to increase the Beneficial Ownership Limitation Ceiling from 9.99% to 49.9% (the “Series E CoD Amendment”).
(ii) Upon satisfaction of the conditions set forth in clause (a), the Company agrees to enter into the Series E CoD Amendment and to promptly file the amended Series E CoD with the Delaware Secretary of State.
(iii) Effective upon the filing of the Series E CoD Amendment with the Delaware Secretary of State, the Holder hereby provides notice to the Company of its election with respect to the Series E Preferred Stock to increase the Beneficial Ownership Limitation from 4.99% to 49.9% and the Company and the Holder hereby agree to waive the Waiting Period with respect to such increase in the Beneficial Ownership Limitation.
Series E Preferred Stock. For the purposes of this Article V.C 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 E Preferred Stock. Section 1.1 of the Partnership ------------------------ Agreement is hereby amended to include the following definitions of "Series E Preferred Stock" and "Series E Preferred Units" which are hereby inserted after the definition of "Series D Preferred Units" and before the definition of "Stock Incentive Plans":
