Series F 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 F ("Series F Stock"). Such number may from time to time be decreased (but not below the number of shares of Series F 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 (D)(1) through (D)(5) of this Article.
Series F Preferred Stock. The Series F Preferred Stock has been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Series F 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 F Preferred Stock, the Company’s Series E Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share (the “Series E 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 F Preferred Stock. The terms and provisions of the Series F Preferred Stock shall be as provided in the Certificate of Designation, Preferences, Rights and Limita tions of the Series F Preferred Stock in the form attached hereto as Exhibit H attached hereto, with such amendments thereto as shall be agreed upon by the parties hereto, and which shall be the form on file with the Secretary of State of Delaware and in effect at the Effective Time of the Merger (the "Series F Designation"), subject to amendment as therein provided. Of the shares of Series F Preferred Stock to be so issued as part of the Merger Consideration (as the same may be reallocated prior to the Closing as described in Section 3.1(c)), one-third (1/3) of such shares (rounded down to the nearest whole share) shall be issued as "Designated Preferred Stock" (within the meaning of the Series F Designation) and the remainder of such shares shall constitute Series F Preferred Stock which is not Designated Preferred Stock.
Series F Preferred Stock. From the date of this Agreement to the Closing Date: the Purchaser will not cause or permit any amendment or modification to the Series F Designation as in effect on the date of this Agreement and in the form delivered to the Shareholders pursuant to Section 6.1, nor shall the Purchaser issue to any person, other than to the Shareholders pursuant to this Agreement, any shares of Series F Preferred Stock, nor shall the Purchaser issue any shares of capital stock or take any action which would be prohibited under the provisions of, or would require the consent of the holders of, the Series F Preferred Stock, had the Series F Preferred Stock been issued and outstanding on the date hereof.
Series F Preferred Stock. Under the terms of the Restated Articles, upon any Liquidation (defined therein) and after payment in full of the Series C Preference Amount and the Series E Preference Amount, the holders of the Series F Preferred Shares are entitled to receive before any distribution shall be made to the holders of the Company’s Common Stock (or any class or series of junior stock of the Company) the sum of $100.00 for each Series F Preferred Share (as adjusted for any stock dividends, combinations, splits, recapitalizations and related transactions with respect to such shares) or an aggregate of $700,000.00.
Series F Preferred Stock. Each shares of Company Series F ------------------------ Preferred Stock issued and outstanding shall automatically be cancelled and extinguished without any conversion thereof and without any further action on the part of SciQuest or Company.
Series F Preferred Stock. In the event that each share of the Non-Voting Perpetual Preferred Stock, Series F, without par value, of Company issued and outstanding immediately prior to the Effective Time (the “Series F Preferred Stock” and, together with the Series D Preferred Stock, the “Company Preferred Stock”) is not converted prior to, or redeemed prior to or contemporaneously with, or is held by a holder who does not validly elect prior to the Election Deadline pursuant to the Company’s Charter to receive the Merger Consideration payable in respect of Company Common Stock in connection with, the transactions contemplated by this Agreement, each share of Series F Preferred Stock issued and outstanding immediately prior to the Effective Time, other than any other shares owned by Parent or Company or any Exchangeable Shares, shall be converted in accordance with the procedures set forth in this Agreement, into the right to receive one (1) share of preferred stock of the Surviving Corporation which shall be designated as Non-Voting Perpetual Preferred Stock, Series C, par value $0.01 per share, of the Surviving Corporation, and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are not materially less favorable to the holders thereof than the rights, privileges and voting powers, and limitations and restrictions thereof, of the Series F Preferred Stock immediately prior to the Effective Time, taken as a whole (“Series F Merger Consideration” and, together with the Series D Merger Consideration, the “Preferred Stock Merger Consideration”).
Series F Preferred Stock. The elections of all holders of Series F Preferred Stock made prior to the date hereof to receive the Merger Consideration payable in the Merger to shares of Company Common Stock in respect of such shares of Series F Preferred Stock shall be in full force and effect as of the Closing.
Series F Preferred Stock. An aggregate of 50,000 shares of Preferred Stock have been authorized as "Series F Preferred Stock". The Shares, upon payment and issue as provided for in this Agreement and the shares of Dividend Stock, upon issuance as contemplated under the Series F Preferred Stock, will be duly authorized, validly issued, fully paid and nonassessable. An aggregate of 18,000 shares of Dividend Stock have been reserved for issuance as dividends on the Shares.
Series F Preferred Stock. Each share of Series F Preferred Stock issued and outstanding immediately prior to the Effective Time, subject to Subsection 2.6(d), and excluding Dissenting Shares, will be cancelled and extinguished and be converted automatically into the right to receive (i) the Series F Per Share Upfront Merger Consideration and (ii) following the Release Date and subject to and in accordance with Article 9 and the Escrow Agreement, the Series F Per Share Escrow Consideration, if any.
