Terms of Series A Preferred Stock Sample Clauses

Terms of Series A Preferred Stock. The Series A Preferred Stock shall have the rights, restrictions, limitations and preferences set forth in this Section 4. (a).
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Terms of Series A Preferred Stock. The Series A Preferred Stock shall (a) pay a 4% (b) be senior to all other equity securities of Buyer and subordinated to not more than $5,000,000 of indebtedness of Buyer, (c) entitle the holder to one seat on the board of directors of Buyer, and (d) be convertible into 20% of the “fully-diluted common stock” (as defined) of the Buyer immediately prior to the consummation of “Conversion Event;” defined to mean a “Qualified IPO” (as defined) or another “Qualified Financing” (as defined) of the Buyer, all as set forth in the certificate of designations of the rights, preferences and privileges of the Series A Preferred Stock annexed hereto as Exhibit D and made a part hereof (the “Certificate of Designations”).
Sample 1
Terms of Series A Preferred Stock. Pursuant to Article Fourth of its Amended Certificate of Incorporation, the NRI Board of Directors shall adopt on or before the Closing (as defined below) resolutions adopting the designation of preferences in the form attached hereto as Schedule 1.2 (the "Board Resolutions") setting forth the rights, privileges and preferences governing the Series A Preferred Stock and shall cause NRI to file on or prior to the Closing a certificate of designations with the Secretary of State of the State of Delaware setting forth a copy of such resolutions. As described in the Board Resolutions, each share of Series A Preferred Stock shall be convertible into sixty shares of common stock, $.01 par value per share, of NRI (such underlying shares referred to herein as the "Common Stock") and shall have a liquidation preference of $100.00 per share.
Sample 1
Terms of Series A Preferred Stock. The terms and provisions of the Series A Preferred Stock shall be as provided in the Certificate of Designation, Preferences, Rights and Limitations of the Series A Preferred Stock, a copy of which is attached hereto as Exhibit "A" (the "Series A Designation"). Subject to the terms of the Series A Designation, and subject to Section 6.7 of this Agreement with respect to the Escrowed Stock, the rights and preferences of the Series A Preferred Stock are as follows:
Sample 1
Terms of Series A Preferred Stock. (a) The Series A Preferred Stock paid to BIDMC pursuant to Sections 4.1.2. (a) - (c) above shall be issued pursuant to a stock purchase agreement in substantially the form attached hereto as Exhibit B (the "Stock Purchase Agreement"). Prior to each of the first anniversary and second anniversary of the Effective Date with respect to each respective payment pursuant to Sections 4.1.2. (b) and (c) above, deCode shall prepare, execute and deliver to BIDMC the Stock Purchase Agreement that shall set forth the appropriate price paid per share and number of shares, and upon receiving BIDMC's executed copy thereof, shall issue, and deliver to BIDMC a share certificate for the appropriate number of shares of Series A Preferred Stock. Section 3(d) of the Stock Purchase Agreement shall be utilized only in connection with the initial issuance of [CONFIDENTIAL TREATMENT REQUESTED] shares of deCode's Series A Preferred Stock to BIDMC pursuant to Section 4.1.2(a). Section 3(d) shall not be utilized in the Stock Purchase Agreement in connection with the issuances to BIDMC pursuant to Sections 4.1.2(b) and 4.1.2(c).
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Terms of Series A Preferred Stock. Section 1.
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Terms of Series A Preferred Stock. The Series A Preferred Stock shall have the rights, preferences and privileges as set forth in the Certificate of Designation, Preferences and Rights attached hereto as Exhibit B (the “Certificate of Designation”) to be filed prior to the Closing by the Company with the Secretary of State of Delaware.
Sample 1
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Terms of Series A Preferred Stock. The terms of the Series A Preferred shall be as set forth in the form of Series A Designation, to be filed with the Secretary of State of the State of Delaware, and delivered to Purchaser as Annex I.
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Terms of Series A Preferred Stock. Upon the Effective Date, the articles of incorporation of the Surviving Corporation shall be amended to authorize the issuance of up to 10,000,000 shares of preferred stock of the Surviving Corporation, par value $0.001 per share. Of that total authorized preferred shares, the board of directors shall have authority to establish series of unissued shares by fixing and determining the designations, preferences, limitations and relative rights, including voting rights, of up to 5,021,514 preferred shares. The amended articles of incorporation shall establish one series of 4,978,486 Series A preferred shares, par value $0.001 per share, with the following preferences, limitations and relative rights:
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Related to Terms of Series A Preferred Stock

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

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