Series G Preferred Stock Sample Clauses

Series G Preferred Stock. In consideration of their (i) assignment to the Company of the right to purchase the GMI Stock, (ii) having provided financing and financial accommodations that facilitated the acquisitions of iBill and the GMI Stock, (iii) having provided iBill with transaction processing financing, (iv) having providing personal guarantees and ongoing indemnification to Penthouse and iBill in connection with certain contingent liabilities, and (v) having and continuing to provide management and consulting services to the Company and iBill; the fair value of which financings, financial accommodations, indemnification and management services are estimated to be in excess of approximately $85.0 million, on the Effective Date of the Plan and transfer of title to the GMI Stock to CCI, it is contemplated that CCI shall sell and issue to GMI Investment Partners, 45,000 shares of newly authorized Series G convertible preferred stock, $1,000 per share stated value (the “Series G Preferred Stock”). The Series G Preferred Stock will: (i) be junior on liquidation and sale of control of the Company to the Series E Preferred Stock and Series F Senior Preferred Stock; (ii) not pay any dividend or be secured by any assets of the Company; (iii) not be subject to mandatory redemption; and (iv) upon the earlier of December 31, 2004 or the Company obtaining Stockholder Approval, the Series G Preferred Stock shall be automatically converted into an aggregate number of shares of Company Common Stock as shall equal 68.0 million shares less all Conversion Shares. The partners of GMI Investment Partners are The Molina Vector Investment Trust (“MVIT”), Aries Capital LLC (“Aries”), Granite Management LLC (“Granite”) and certain affiliates, financial partners and business associates of MVIT, Aries and Granite. MVIT is an affiliate of Penthouse. GMI Investment Partners shall escrow as Escrowed Shares, an aggregate of 39,916,666 of such shares of Common Stock it shall receive upon conversion of its Series G Preferred Stock, in the event and to the extent that Adjustment Shares shall be required to be issued to holders of Series F Senior Preferred Stock, 10% Notes or Series E Preferred Stock.

Series G Preferred Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Closing Date (other than shares as to which dissenters' rights have been perfected and not withdrawn or otherwise forfeited under applicable Arkansas law ("DISSENTING SHARES")) shall be cancelled and extinguished and be converted into the right to receive (in addition to the cash consideration specified in Section 2.4(a)) that number of shares of Series G Preferred Stock equal to 162,286 divided by the number of shares of Company Common Stock then issued and outstanding; provided, however, that (i) in the event that Citadel's acquisition of all of the issued and outstanding shares of capital stock of Tele-Media Broadcasting Company is not consummated on or prior to the Closing Date, then the aggregate number of shares of Series G Preferred Stock issuable as Merger Consideration shall be increased from 162,286 to 172,326 and (ii) in the event after the date hereof and prior to the Closing Date the shares of Series G Preferred Stock at any time outstanding shall be subdivided, by reclassification, recapitalization, stock dividend or otherwise, into a greater number of shares without the actual receipt by Parent of consideration for the additional number of shares so issued, or the number of shares of Series G Preferred Stock at any time outstanding shall be reduced, by reclassification, recapitalization, reduction of capital stock or otherwise, or the outstanding shares of Series G Preferred Stock shall be reclassified or changed other than in such manner, then the number of shares of Series G Preferred Stock that each holder of Company Common Stock shall be entitled to as Merger Consideration shall be adjusted accordingly to the nearest share of Series G Preferred Stock.

Series G Preferred Stock. The Series G Preferred Stock, as and when issued to Seller at Closing, will confer all of the rights and privileges set forth in the Certificate of Designation of Preferences attached hereto as Exhibit G and the same shall be deemed to be fully paid-for, validly issued, and non-assessable shares of the Purchaser's capital stock with all rights granted to stockholders in accordance with the Nevada General Corporation Law.

Series G Preferred Stock. “Series G Preferred Stock” shall mean the Company’s Series G Preferred Stock, $0.001 par value per share, which has the rights, preferences and privileges set forth in the Certificate.

Series G Preferred Stock. (a) The Initial Dollar Amount for each Series G Preferred Stockholder is as follows:

Series G Preferred Stock. Section 1.1 of the Partnership Agreement is hereby amended to include the following definition, to be inserted in alphabetical order in such Section 1.1:

Series G Preferred Stock. At the Effective Time, each share of Series G Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any such share for so long as it is a Dissenting Share) shall, by virtue of the Merger and without the need for any further action on the part of the holder thereof (except as expressly provided herein), be converted automatically into and represent the right to receive an amount of cash (without interest) equal to the Series G Cash Amount Per Share (subject, without limitation, to the withholding of the Escrow Amount). It is acknowledged and agreed that the amount of cash each Series G Holder is entitled to receive for the shares of Series G Preferred Stock held by such Series G Holder in any payment made hereunder shall be rounded to the nearest whole cent after aggregating all shares of Series G Preferred Stock held by such Series G Holder; and

Series G Preferred Stock. Subject to Section 2.9 below, each share of the Series G Preferred Stock, no par value, of the Company (“Company Series G Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than shares cancelled and retired pursuant to Section 2.1(b) and Dissenting Shares), shall be converted into and become the right to receive collectively on a pro rata basis with all outstanding shares of Company Series G Preferred Stock, subject to Sections 2.2 and (with respect to Company Warrants) 2.7, 15.08% of the Residual Merger Consideration (the “Series G Merger Consideration”).

Series G Preferred Stock. Each share of Series G 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 G 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 G Per Share Escrow Consideration, if any.

Series G Preferred Stock. Each share of the Company's Series G Preferred Stock that is issued and outstanding immediately prior to the Effective Time (OTHER THAN any such shares that are Company Dissenting Shares as provided in Section 2.1.3) will, by virtue of the Merger, and without the need for any further action on the part of the holder thereof, be converted into the right to receive payment from Cadence of an amount of cash equal to the sum of (1) the Series G Preference Amount plus (2) the Participation Amount.