Series H Preferred Stock. Lanxide covenants and agrees that, within seven (7) business days following the execution and delivery of this Agreement, it will take all necessary action to fix the rights, preferences and limitations of the Series H Preferred Stock in the manner set forth on Exhibit B hereto. Lanxide shall deliver to COES a fully executed Certificate of Stock Designation for the Series H Preferred Stock promptly following the filing of such certificate.
Series H Preferred Stock. The Series H Preferred Stock shall be convertible into a number of Underlying Shares equal to (i) the Earned Preferred Return of the Series H Preferred Stock, if any, plus (ii) 2.013% of the Fastcom Value.
Series H Preferred Stock. (1) The Preferred Designations for the Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock will be identical to the existing Certificates of Designation for the corresponding series of United's existing Preferred Stock. The Preferred Designations for the Series F Preferred Stock, Series G Preferred Stock and Series H Preferred Stock will have terms reasonably satisfactory to United and Liberty Media, substantially as set forth on Schedule A to this Exhibit 2.5(e)-1. Except for the issuance of shares of Preferred Stock in the Merger, as contemplated by the Merger Agreement, the Corporation may not issue any shares of Preferred Stock without the prior approval of the Board of Directors of New United by the vote, or action by written consent, of such Board of Directors of New United as required by the United Charter. The Corporation shall not authorize any additional series of Preferred Stock. Any shares of Preferred Stock that are converted, exchanged, redeemed or for any other reason cease to be outstanding shall be retired and may not be reissued by the Corporation.
Series H Preferred Stock. The Company and the Investors agree that it is their intention that (i) the Series H Preferred Stock shall be treated as stock that is not “preferred stock” within the meaning of Section 305 of the Code and any applicable regulations promulgated thereunder, and (ii) the Investors shall not be required to include in income as a dividend for U.S. federal income tax purposes any income or gain in respect of the Series H Preferred Stock on account of the accrual or payment of dividends thereon (including any deemed dividends as a result of any discount or otherwise) unless and until such dividends are declared and paid in cash or other taxable distribution of property. The Company and the Investors agree to take no positions or actions inconsistent with such treatment, including on any IRS Form 1099, unless otherwise required by a final determination within the meaning of Section 1313 of the Code or a change in law.
Series H Preferred Stock. The term “Series H Preferred Stock” shall mean the Series H Cumulative Redeemable Preferred Stock, par value $0.0001 per share, of the Corporation.
Series H Preferred Stock. Other than in connection with the payment of in-kind dividends on previously issued shares of the Company's Series H Preferred Stock, the Company will not issue any additional shares of its Series H Preferred Stock without the prior written consent of the Purchaser.
Series H Preferred Stock. The Company has designated 37,500 shares of preferred stock as Series H Preferred Stock (“Series H”), with a par value of $0.001 per share, of which no shares were issued and outstanding as of Closing Date. Series H is awarded “Voting Right” at the ratio of 1 vote per share owned. Each one share of Series H converts to 2 shares of Common Stock.
Series H Preferred Stock. The Company has authorized the issuance and sale to you of 140,000 shares of its Series H Preferred Stock, $0.01 par value (the "Series H Preferred Stock") with the terms specified in the Company's Charter (the "Certificate") attached hereto as Exhibit 2.
1. You consent to the issuance of Series H Preferred Stock in your capacity as a holder of the $6.00 Convertible Preferred Stock, Series C (the "Series C Preferred Stock") of the Company.
Series H Preferred Stock. (a) The Company agrees to issue and sell to Investments, and Investments agrees to subscribe for and purchase from the Company one (1) share of the Series H Preferred Stock on January 2, 2001 (the "Closing Date"). On the Closing Date, the Company will deliver to Investments a certificate representing one (1) share of Series H Preferred Stock registered in the name of Investments and Investments will deliver one thousand dollars ($1,000) by wire transfer to an account designated by the Company prior to the Closing Date.
(b) Investment agrees that, subject to the condition set forth in this Fifth Amendment, it shall purchase up to an additional 3,999 shares (the "Additional Shares") of Series H Preferred Stock from the Company at a purchase price of $1,000 per share. Following the date on which the Company shall have borrowed an aggregate principal amount of six million two hundred fifty thousand dollars ($6,250,000) under the Loan Agreement dated December 29, 2000, by and between the Company and Investments (the "Loan Agreement"), the Company has the option to require Investments to purchase the Additional Shares pursuant to the procedures and at the times set forth in Section 2.1(c). Notwithstanding anything to the contrary herein, Investments shall have no obligation to purchase any Additional Shares (i) on more than one (1) occasion in any calendar month; or (ii) after December 31, 2001.
(c) In order to exercise its option to require Investments to Purchase Additional Shares, the Company shall deliver to Investments from time to time a notice in the form of Exhibit C (each, a "Notice of Purchase") specifying: (i) the aggregate purchase price of the Additional Shares to be purchased by Investments on the applicable Purchase Date (each, a "Purchase Price"), (ii) the number of Additional Shares to be purchased on the Purchase Date and (iii) the proposed purchase date (each, a "Purchase Date"). Such Notice of Purchase must be delivered to Investments not later than 10:00 a.m. (New York time) on the tenth (10th) Business Day prior to such Purchase Date. On each Purchase Date: (i) the Purchasers shall make a sufficient and timely capital contributions to Investments so that it has the funds necessary to purchase the Additional Shares at such time or times required herein and shall cause Investments to deliver immediately available funds in the amount of such Purchase Price to the account of the Company in accordance with the bank wire instructions contained in...
Series H Preferred Stock. Subject to Section 2.9 below, each share of the Series H Preferred Stock, no par value, of the Company (“Company Series H 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 H Preferred Stock, subject to Section 2.2, 25.00% of the Residual Merger Consideration (the “Series H Merger Consideration”). The Series H Merger Consideration, together with the Series A Merger Consideration, the Series B Merger Consideration, the Series C Merger Consideration, the Series D Merger Consideration, the Series F Merger Consideration, the Series G Merger Consideration and the Series H Merger Consideration, is sometimes hereinafter collectively referred to as the “Preferred Merger Consideration”.
