SHEFFIELD DEBT EXCHANGE Sample Clauses

SHEFFIELD DEBT EXCHANGE. All shares of Series D Preferred Stock (including all shares issued as dividends thereon), all shares of Series E Preferred (including all shares issued as dividends thereon) and all outstanding Dividend Notes shall be exchanged by the Company for one or more promissory notes with an aggregate principal amount equal to the sum of (A) the aggregate principal amount of all outstanding Dividend Notes and all accrued and unpaid interest thereon, (B) the aggregate liquidation preference of all shares of Series D Preferred Stock (including all shares issued as dividends thereon and all accrued but unpaid dividends thereon) and (C) the aggregate liquidation preference of all shares of Series E Preferred Stock (including all shares issued as dividends thereon and all accrued but unpaid dividends thereon) (the "Debt Exchange"), unless on or before the first anniversary of the Closing Date, the Company has provided to EIS (and any permitted transferee of EIS) written evidence that (I) the issuance of the Series D Preferred Stock and the Series E Preferred Stock and the issuance and listing upon the American Stock Exchange ("AMEX") of the shares of Sheffield Common Stock to be issued upon the conversion of the Series D Preferred Stock and the Series E Preferred Stock has been approved or ratified by the stockholders of the Company in accordance with the General Corporation Law of the State of Delaware and the rules and regulations of the AMEX or (II) that such approval or ratification is not required by the applicable rules of the AMEX. The promissory notes to be issued upon the consummation of the Debt Exchange shall be in the form attached to the Series D Certificate of Designations, the Series E Certificate of Designations and the Dividend Notes.