Terms of the Preferred Stock. Dividends The holders of Preferred Stock will be entitled to receive, when, as and if declared by the Board of Directors, out of funds legally available for payment of dividends, quarterly dividends in respect of each share of Preferred Stock equal to the greater of (x) a rate per annum of 8% of the Liquidation Preference (as defined below) and (y) the amount of dividends declared during such period on the number of shares of Common Stock into which such share of Preferred Stock is then convertible. Dividends on preferred shares will be cumulative and accrued and unpaid dividends will compound quarterly, on the basis of a 365-day year and the number of days elapsed. The Company may not declare, pay or set aside for payment, any dividend on the shares of Common Stock or other securities ranking junior to the Preferred Stock or securities convertible into, or exchangeable or exercisable for, any such securities (“Junior Securities”) unless all accrued and unpaid dividends on the Preferred Stock (including for the then-current interest period) have been paid in full. Liquidation Preference Upon a liquidation or similar event with respect to Company, the holders of Preferred Stock will be entitled to receive, in preference to payment on Junior Securities, an amount with respect to each share of Preferred Stock equal to the greater of (i) the sum of (A) the original purchase price per share of Preferred Stock (as appropriately adjusted for stock splits, recapitalizations and similar events, the “Original Issue Price”) plus (B) all accrued and unpaid dividends (as appropriately adjusted for stock splits, recapitalizations and similar events, the “Liquidation Preference”) and (ii) the amount distributable to holders of shares of Common Stock in such event (assuming the conversion of all Preferred Stock, at the then-applicable Conversion Price). In the case of any merger, reorganization, sale of a majority of the equity, or sale of all or substantially all of the assets, of the Company, or similar transaction, the proceeds of such transaction will be distributed in the same manner as in a liquidation. Conversion Each share of Preferred Stock will be convertible at any time, at the option of the holder, into the number of shares of common stock of the Company (“Common Stock”) obtained by dividing the Liquidation Preference by the then-applicable Conversion Price. The “Conversion Price” will initially be equal to the Original Issue Price and will be subject to adjus...
Terms of the Preferred Stock. The Preferred Stock will rank junior to all other series of the Company's preferred stock with respect to payment of dividends and as to distributions of assets in liquidation. Each share of Preferred Stock will have a quarterly dividend rate per share equal to the greater of $1.00 or 100 times the per share amount of any dividend (other than a dividend payable in shares of Common Stock or a subdivision of the Common Stock) declared from time to time on the Common Stock, subject to certain adjustments. The Preferred Stock will not be redeemable. In the event of liquidation, the holders of the Preferred Stock will be entitled to receive a preferred liquidation payment per share of $1.00 (plus accrued and unpaid dividends) or, if greater, an amount equal to 100 times the payment to be made per share of Common Stock, subject to certain adjustments. Generally, each share of Preferred Stock will vote together with the Common Stock and any other series of cumulative preferred stock entitled to vote in such manner and will be entitled to 100 votes, subject to certain adjustments. In the event of any merger, consolidation, combination or other transaction in which shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or other property, each share of Preferred Stock will be entitled to receive 100 times the aggregate amount of stock, securities, cash and/or other property, into which or for which each share of Common Stock is changed or exchanged, subject to certain adjustments. The foregoing dividend, voting and liquidation rights of the Preferred Stock are protected against dilution in the event that additional shares of Common Stock are issued pursuant to a stock split or stock dividend or distribution. Because of the nature of the Preferred Stock's dividend, voting, liquidation and other rights, the value of the one one-hundredth of a share of Preferred Stock purchasable with each Right is intended to approximate the value of one share of Common Stock.
Terms of the Preferred Stock. The rights and preferences of the Preferred Stock (including any Preferred Stock issued in connection with the payment of dividends, as contemplated below) shall be as set forth in the Seller's Certificate of Designation, a copy of which is attached hereto as Exhibit "A".
Terms of the Preferred Stock. The rights, preferences, terms and provisions of the EqualNet Preferred Stock shall be as provided in the Statement of Resolution Establishing the Series A Convertible Preferred Stock, a copy of which is attached hereto as Exhibit B (the "Series A Statement of Resolution").
Terms of the Preferred Stock. Security type: Convertible participating voting perpetual preferred stock. Liquidation Preference: $100,000 per preferred share together with all accrued but unpaid dividends. Conversion: Each share of Preferred Stock will automatically convert (T+3) into Common Stock upon the approval of the Stockholder Proposals (and any other required approvals). Each share converts into Common Stock initially at a conversion price equal to the applicable Exercise Price at the time of issuance. The conversion price will be subject to anti-dilution protections, adjusting based on certain customary events, including as a result of stock splits, certain other distributions or repurchases of Common Stock, issuances of Common Stock or convertible securities below the then-applicable Exercise Price and business combinations. Dividends: The Preferred Stock will participate in any dividends paid to the holders of Common Stock, on an as-converted basis. In addition to the dividends payable pursuant to the prior sentence, the Preferred Stock will accrue cumulative cash dividends at an annual rate on the liquidation preference equal to 15%. Dividends on the Preferred Stock will accrue and be payable in cash quarterly and will be cumulative from each scheduled payment date, whether or not actually declared. The Company may not pay dividends on Common Stock or any other class of securities junior to the Preferred Stock unless full dividends are paid on the Preferred Stock. If full dividends are not paid on the Preferred Stock, then any dividends declared on parity stock must be declared pro rata to the amount declared on the Preferred Stock.
Terms of the Preferred Stock. The parties acknowledge that simultaneously with the consummation of the transactions contemplated by this Agreement, Ortec shall consummate the transactions contemplated by the Purchase Agreement pursuant to which Ortec shall receive from the New Investors at least the minimum amount of cash proceeds required by the New Funding Amount in exchange for shares of the Series A Preferred Stock. The Series A Preferred Stock shall rank pari passu with the Series A-1 Preferred Stock and the Series X-0 Xxxxxxxxx Xxxxx with respect to liquidation and dividend rights. The form of the Certificate of Designation for the Series A Preferred Shares is attached hereto as Exhibit B.
Terms of the Preferred Stock. The Preferred Stock shall have the terms set forth in the term sheet attached hereto as Exhibit A. These terms shall be set forth in an amendment to the Articles of Incorporation of the Company to be filed with the Secretary of State of the State of Florida.
Terms of the Preferred Stock. The terms of, and rights and privileges associated with, the shares of Preferred Stock purchased by and issued to the Investor pursuant to this Agreement shall be as set forth in the Issuer's Certificate of Designations relating to the Preferred Stock, a copy of which is attached hereto as EXHIBIT B. The Preferred Stock shall rank, as to preferences on payment of dividends or distributions of assets to stockholders of the Issuer upon liquidation, prior to any and all other shares of preferred stock, common stock or other equity securities of whatever class or series now or hereafter issued by the Issuer.
Terms of the Preferred Stock. The terms of the Preferred Stock shall be as ---------------------------- set forth in the attached Schedule 2.
Terms of the Preferred Stock. The Preferred Stock shall have the rights, preferences, terms and conditions in accordance with the Certificate of Designation attached hereto as Exhibit A and made a part hereof.
