The Preferred Stock. The Board of Directors is hereby expressly authorized, by resolution or resolutions to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock. Before any shares of any such series are issued, the Board of Directors shall fix, and hereby is expressly empowered to fix, by resolution or resolutions, the following provisions of the shares thereof:
(a) the designation of such series, the number of shares to constitute such series and the stated value thereof if different from the par value thereof;
(b) whether the shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights, which may be general or limited;
(c) the dividends, if any, payable on such series, whether any such dividends shall be cumulative, and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any shares of stock of any other class or any other series of this class;
(d) whether the shares of such series shall be subject to redemption by the Corporation, and, if so, the times, prices and other conditions of such redemption;
(e) the amount or amounts payable upon shares of such series upon, and the rights of the holders of such series in, the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or upon any distribution of the assets of the Corporation;
(f) whether the shares of such series shall be subject to the operation of a retirement or sinking fund and, if so, the extent to and manner in which any such retirement or sinking fund shall be applied to the purchase or redemption of the shares of such series for retirement or other corporate purposes and the terms and provisions relative to the operation thereof;
(g) whether the shares of such series shall be convertible into, or exchangeable for, shares of stock of any other class or any other series of this class or any other securities, and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of conversion or exchange;
(h) the limitations and restrictions, if any, to be effective while any shares of such series are outstanding upon the payment of dividends or the making of other distributions on, and upon the purchase, redemption or other acquisition by the Corporation o...
The Preferred Stock and the Junior Preferred Stock shall have the right to vote, together with the Common Stock, as a single class, on all matters on which the Company's common stockholders are entitled to vote. For purposes of such voting, (a) each share of Preferred Stock shall have the number of votes equal to the number of shares of Common Stock then issuable upon conversion of such share of Preferred Stock (without regard to whether the Stockholder Approval has been obtained) and (b) each share of Junior Preferred Stock will have the number of votes that would otherwise be represented by the number of shares of Common Stock in lieu of whose issuance such share of Junior Preferred Stock is issued. For so long as any shares of Preferred Stock or Junior Preferred Stock are outstanding, the holders of Preferred Stock and Junior Preferred Stock, voting separately as a class, shall have the right to elect the number of directors of the Company that Apollo and Blackstone or their affiliates would be entitled to elect pursuant to the Second Amended and Restated Share Agreement (the "Stockholders' Agreement"), by and among the Company and the Investors. Such directors will be deemed to be the directors elected by Xxxxxx and Blackstone under the Stockholders' Agreement. The Preferred Stock and the Junior Preferred Stock shall each be entitled to vote as a separate class with respect to amendments to the Company's certificate of incorpora tion, by merger or otherwise, that adversely affect the rights of each such class of stock.
The Preferred Stock. Upon the terms and conditions contained herein, the Company agrees to sell and issue to each Purchaser, and each Purchaser severally agrees to purchase from the Company, at a purchase price with respect to each Purchaser designated on Schedule A annexed hereto, the number of shares of Preferred Stock and Warrants specified opposite such Purchaser's name on Schedule A annexed hereto.
The Preferred Stock. The Preferred Stock, when issued by the Company, may be freely deposited by the Company with the Depositary against issuance of the Shares; the Preferred Stock has been duly authorized by the Company for issuance and deposit in accordance with the provisions of this Agreement and the Deposit Agreement, and, when issued and deposited against issuance of the Shares, and upon the filing and effectiveness of the Certificate of Designation, will be validly issued, fully paid and nonassessable and will conform in all material respects to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus. Upon payment of the purchase price for the Shares and deposit of the Preferred Stock against issuance of the Shares in accordance with this Agreement and the Deposit Agreement, the Underwriters will receive good, valid and marketable title to the Shares, free and clear of any liens. No holder of the Preferred Stock will be subject to personal liability solely by reason of being such a holder; and the issuance of the Preferred Stock is not subject to any preemptive or similar rights.
The Preferred Stock. The Preferred Stock has the rights, limitations and preferences set forth on Annex I hereto. The shares of Preferred Stock issued and to be issued to UM hereunder, when issued in accordance with the terms hereof, shall constitute validly authorized, duly issued, fully paid and non-assessable shares of the capital stock of Cybex.
The Preferred Stock. Each certificate representing any of the Preferred Stock will bear legends substantially in the following forms: The authorized capital stock of the Surviving Corporation consists of common stock and preferred stock. Upon request, the Surviving Corporation will provide to any shareholder without charge a full statement of the designations, relative rights, preferences and limitations of the shares of each class authorized to be issued. The issuance of the shares represented by this certificate has not been registered under the Securities Act of 1933. Such shares may not be transferred except in compliance with said Act, with the Articles of Incorporation of the Surviving Corporation and the Agreement and Plan of Merger dated as of November 14, 1996 to which the issuer and certain shareholders of Lobdxxx Xxxxx Xxxporation, among others, are parties. Each holder of such a certificate who wishes to transfer any of the Preferred Stock represented thereby first must furnish the Surviving Corporation with (i) an opinion satisfactory in form and substance to the Surviving Corporation, from counsel satisfactory to the Surviving Corporation, to the effect that such holder may transfer such shares without registration under the
The Preferred Stock. The Preferred Stock, when issued and delivered pursuant to this Agreement, will be duly authorized and validly issued, fully paid and nonassessable, and not subject to any liens, charges, encumbrances or restrictions on transfer other than those imposed by applicable securities laws or by this Agreement.
The Preferred Stock. The Units of Preferred Stock that may be acquired upon exercise of the Rights will be nonredeemable and subordinate to any other shares of preferred stock that may be issued by the Company.
The Preferred Stock. The Company has authorized the issuance and sale to the Purchasers and others of the Company's Preferred Stock in the original principal amount of no more than $2,000,000. The Preferred Stock shall be substantially in the form set forth in Exhibit A hereto and is herein referred to as Preferred Stock, which term shall also include any Preferred Stock delivered in exchange or replacement therefor.
The Preferred Stock. Subject to any other provision of this Certificate of Incorporation, the Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designation of such series, the voting powers (if any) of the shares of such series, and the preferences and relative, participating, optional or other special rights, if any, and any qualifications, limitations or restrictions thereof, of the shares of such series. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.
