Series I Preferred Stock. The Certificate of Designation of Series I Preferred Stock shall be on substantially the same terms as the Company's Series G Preferred Stock, except that: (a) the conversion price of the Series I Preferred Stock shall be $4.00 per share; (b) if the Company consummates an equity financing of at least $1,000,000 with any third party (a "Qualified Equity Financing") at any time on or before December 31, 1999, and the securities issued by the Company in connection therewith are convertible into voting common stock at a conversion price of less than $4.00 per share, the conversion price of the Series I Preferred Stock shall be reset to such lower conversion price; (c) if the Company does not consummate a Qualified Equity Financing at any time on or before December 31, 1999, the $4.00 conversion price shall automatically be reset to not less than the greater of $1.00 or one-half of the average closing bid price of the Company's common stock on the Nasdaq SmallCap Market during the last twenty (20) consecutive trading days of 1999; and (d) the Company shall have the right to cause a mandatory conversion of the Series I preferred Stock into shares of the Company's voting common stock if the closing bid price of the Company's common stock on the Nasdaq SmallCap Market is at least $10.00 per share for a period of at least ninety (90) consecutive trading days.
Series I Preferred Stock. (i) The shares of Series I Preferred Stock purchased by the Purchaser hereunder will have the terms and provisions set forth in the Certificate of Designations.
Series I Preferred Stock. The Series I Preferred Stock shall be convertible into a number of Underlying Shares equal to 0.503% of the Fastcom Value.
Series I Preferred Stock. (i) As of the Effective Time, by virtue of the Smith's Merger and without any action on the part of the holder of xxx xxxres of capital stock of the corporations involved: each share of Series I Preferred Stock, par value $.01 per share, of Smith's ("Series I Preferred Stock") issued and outstanding immediaxxxx xxior to the Effective Time (other than shares of Series I Preferred Stock owned by the Fred Meyer Companies or held in the treasury of Smith's or owned by xxx Xxxxx's Company ("Smith's Preferred Treasurx Xxxxxs")) will, by virxxx xx the Mergers xxx xxthout any action on the part of the holder thereof, be converted into the right to receive in cash the amount of thirty-three and one-third cents ($.33 1/3) per share, without the payment of any interest thereon (the "Preferred Consideration"). Shares of Series I Preferred Stock other than those owned by the Fred Meyer Companies and other than the Smith's Preferred Treasury Xxxxex xxx referred to herein as the "Sexxxx X Preferred Shares." Notwithstanding the foregoing provisions of this Section 2.1(c)(i), no Series I Preferred Shares which constitute Dissenting Shares will be deemed to be converted into and to represent the right to receive the cash payment described above and holders of Dissenting Shares, if any, will be entitled to payment, solely from Smith's of the appraised value of such Dissenting Shares to the extxxx xxxmitted by and in accordance with Section 262 of the DGCL.
(ii) All Series I Preferred Shares to be converted to cash pursuant to this Section 2.1 will, by virtue of the Mergers and without any action on the part of the holders thereof, cease to be outstanding, be canceled and retired and cease to exist, and each holder of a certificate previously representing any such Series I Preferred Shares will thereafter cease to have any rights with respect to such Series I Preferred Shares, except the right to receive, upon the surrender of such certificate in accordance with Section 2.2, a cash payment in the amount of the Preferred Consideration.
(iii) At the Effective Time, each Smith's Preferred Treasury Share and each Series I Preferred Share xxxxx xy any of the Fred Meyer Companies, immediately prior to the Effective Time, will, xx xxxxxe of the Mergers and without any action on the part of the holder thereof, cease to be outstanding, be canceled and retired without payment of any consideration therefor and cease to exist.
Series I Preferred Stock. The Company and Xx. Xxxxx hereby agree that the Company shall issue 1,958,670 shares of its common stock upon the conversion of the Series I Preferred Stock and accrued dividends. Simultaneous with the foregoing conversion, the Series I Preferred Stock, accrued dividends and other amounts due pursuant to instruments governing the rights of the holders of Series I Preferred Stock, if any, will be deemed satisfied in full, terminated and the Company shall have no further obligations to Xx. Xxxxx thereunder. In connection with any existing default or breach, enforceable against the Company by Xx. Xxxxx, that relates directly or indirectly to the Series I Preferred Stock, Xx. Xxxxx waives his right to enforce his rights in connection therewith.
Series I Preferred Stock. The Company has designated 500,000,000 shares of preferred stock as Series I Preferred Stock (“Series I”), with a par value of $0.001 per share, of which 193,894,167 shares were issued and outstanding as of Closing Date. Series I is awarded “Voting Right” at the ratio of 5 votes per share owned. Each one share of Series I converts to 2 shares of Common Stock.
Series I Preferred Stock. As long as any Series I Preferred Stock is outstanding, no shares of any Parity Securities may be purchased, redeemed or otherwise acquired by the Company or any of its subsidiaries (except with shares of, or warrants, rights or options exercisable for or convertible into shares of, Junior Securities and cash in lieu of fractional shares of such Junior Securities in connection therewith) unless the Series I Preferred Stock and such Parity Securities are purchased, redeemed or otherwise acquired pro rata so that the Fair Market Value of the consideration applied to the purchase, redemption or other acquisition of each share of Series I Preferred Stock and each other share of such Parity Securities will in all cases bear to each other the same ratio that the then effective Liquidation Preference per share of outstanding Series I Preferred Stock and the liquidation preference per share of such other outstanding shares of Parity Securities bear to each other.
Series I Preferred Stock increase the number of shares of authorized Series I Preferred Stock or Series H Preferred Stock or issue any additional shares of Series I Preferred Stock or Series H Preferred Stock, other than as contemplated by the terms of the Series I Preferred Stock or the Series H Preferred Stock;
Series I Preferred Stock. Subject to the provisions of Section 6(f)(vii), the person in whose name the certificate or certificates for Non-Voting Common Stock are to be issued shall be deemed to have become a holder of record of such Non-Voting Common Stock immediately prior to the close of business on the date of conversion. Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Series I Preferred Stock surrendered for conversion, the Company shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Company, a new certificate covering the number of shares of Series I Preferred Stock representing the unconverted portion of the certificate so surrendered.
Series I Preferred Stock. For the purposes of this Xxxxxxx 0, xxxx of the following shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Company:
