Shares of Preferred Stock that have been issued and reacquired by the Company in any manner, including shares of Preferred Stock purchased or redeemed or exchanged or converted, shall (upon compliance with any applicable provisions of the laws of Delaware) upon such reacquisition be automatically cancelled by the Company and shall not be reissued.
Shares of Preferred Stock. The number of shares of Preferred Stock -------------------------- which will represent each Annual Investment (the "Annual Investment Share Count") shall be determined by dividing the amount of the Annual Investment being made by One ($1.00)
Shares of Preferred Stock and all shares of Common Stock issuable pursuant to the conversion of the Series B Preferred Stock Legend. The Shares shall bear the following or similar legend: "THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES."
Shares of Preferred Stock. Each certificate representing Restricted Securities that are shares of Series A Preferred shall be stamped or otherwise imprinted with a legend substantially in the following form (in addition to any legend required under applicable state securities laws or otherwise): THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "SECURITIES ACT"). THESE SHARES MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT. THE SALE, ASSIGNMENT, TRANSFER, PLEDGE AND OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE SECURITYHOLDERS AGREEMENT (THE "SECURITYHOLDERS AGREEMENT"), DATED AS OF DECEMBER 1, 1999, AMONG CERTAIN SECURITYHOLDERS OF THE CORPORATION. A COPY OF THE SECURITYHOLDERS AGREEMENT IS ON FILE WITH THE CORPORATE SECRETARY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. A COPY THEREOF MAY BE OBTAINED AT NO COST UPON WRITTEN REQUEST THEREFOR MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE CORPORATE SECRETARY AT THE PRINCIPAL OFFICES OF THE CORPORATION.
Shares of Preferred Stock of the Corporation may be issued from time to time in one or more classes or series, each of which class or series shall have such distinctive designation and title as shall be fixed by the Board of Directors of the Corporation (the “Board of Directors”) prior to the issuance of any shares thereof. The Board of Directors is hereby authorized to fix the designation and title for each such class or series of Preferred Stock, to fix the voting powers, whether full or limited, or no voting powers, and such powers, preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, and to fix the number of shares constituting such class or series (but not below the number of shares thereof then outstanding), in each case as shall be stated in such resolution or resolutions providing for the issue of such class or series of Preferred Stock as may be adopted from time to time by the Board of Directors prior to the issuance of any shares thereof pursuant to the authority hereby expressly vested in it.
Shares of Preferred Stock. If a Potential Material Event shall occur prior to the date the Registration Statement is filed, then the Company's obligation to file the Registration Statement shall be delayed without penalty for not more than ten (10) days. The Company shall not be allowed to exercise its Call rights under the Securities Purchase Agreement within days following the occurrence of a Potential Material Event. In the event there are any blackout periods in effect for any reason which extend beyond the time period allotted above, the Company shall pay to the Holders on a pro rata basis by wire transfer, as liquidated damages for such blackout periods, three (3%) percent of the principal amount of the Securities for each month thereafter (or part thereof) until the blackout period is no longer in effect. The Company must give Holder notice in writing at least two (2) business days prior to the first day of the period and the Holder shall continue to have the right to convert Shares during this blackout notice period.
Shares of Preferred Stock. Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Preferred Stock held as treasury stock or held or owned by the Purchaser Parties immediately prior to the Effective Time, which shares shall be cancelled without any payment being made in respect thereof, or any Dissenting Shares (to the extent provided in Section 2.11)) shall automatically be converted into the right to receive the applicable Preferred Stock Per Share Amount, plus the Additional Merger Consideration, if any, plus the Net Revenue Earnout Payment, if any. All shares of Preferred Stock converted into the right to receive the applicable Preferred Stock Per Share Amount, plus the Additional Merger Consideration, if any, plus the Net Revenue Earnout Payment, if any, pursuant to this Section 2.1.3 shall no longer be outstanding and shall automatically, without any action on the part of the holders thereof, be cancelled and shall cease to exist after the Effective Time.
Shares of Preferred Stock. The Company hereby agrees to issue and deliver to the Buyer at the Closing and, subject to the terms and conditions set forth herein, the Buyer agrees to receive from the Company, 3,653,972 Preferred Shares, Series A (the "Purchased Shares").
Shares of Preferred Stock. For convenience, the conversion of all or a portion, as the case may be, of the Preferred Stock into the Common Stock is also hereinafter sometimes referred to as a conversion.
Shares of Preferred Stock. All shares (including treasury shares) of Preferred Stock issued or sold (or, pursuant to Section 2.3 or 2.4 hereof, deemed to be issued) by the Company after the date hereof, whether or not subsequently reacquired or retired by the Company, other than (i) 100,803.946 shares of Preferred Stock issued and outstanding on June 11, 2003 and (ii) the shares of Preferred Stock issued upon the exercise of any of the Preferred Warrants.
