The Preferred Stock Sample Clauses
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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. 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 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 ▇▇▇▇▇▇ 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. 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 Articles of Amendment, 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. The initial conversion ratio for the Preferred Stock shall be one common share for each share of Preferred Stock, subject to adjustment as provided for in the Company’s Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles”), attached hereto as Exhibit B.
The Preferred Stock. The Preferred Stock, including the certificate of designations creating the Preferred Stock (the “Certificate of Designations”), has been duly authorized by the Company and, when the Preferred Stock has been delivered and paid for in accordance with this Agreement on the Closing Date, the Preferred Stock will be validly issued, fully paid and nonassessable, and the Preferred Stock and the Certificate of Designations will conform to the descriptions thereof contained in the Pricing Disclosure Package and the Offering Memorandum; the stockholders of the Company have no statutory preemptive rights with respect to the Preferred Stock; and all other outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and nonassessable.
The Preferred Stock. The Preferred Stock upon issuance:
(i) will be, free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions upon transfer under the Securities Act of 1933 (the “1933 Act”) and any applicable state securities laws;
(ii) subject to filing a certificate of designation with the secretary of state of Delaware, will be, duly and validly authorized, fully paid and non-assessable;
(iii) will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company or rights to acquire securities of the Company;
(iv) will not subject the holders thereof to personal liability by reason of being such holders; and
(v) assuming the representations warranties of the Investor as set forth in this Agreement hereof are true and correct, will not result in a violation of Section 5 under the ▇▇▇▇ ▇▇▇.
The Preferred Stock. Each Seller purchased the Preferred Stock from the Company in the principal amounts and on the dates set forth on Schedule A hereto. The amount of principal and interest outstanding on the Preferred Stock as of the date of this Agreement is set forth on Schedule A hereto. The Sellers have not and will not waive or otherwise take any action that could reduce or eliminate the Company’s obligations to pay the holder of the Preferred Stock principal, interest, liquidated damages or any other amounts that have accrued from the initial date of issuance of the Preferred Stock. The Sellers agree not to transfer, sell, convert, assign or take any other action with respect to the disposition of the Preferred Stock other than as set forth in this Agreement.
The Preferred Stock. Shares of the Preferred Stock of the Corporation may be issued from time to time in one or more series, each of which series shall have such distinctive designations or title as shall be fixed by the Board of Directors of the Corporation prior to the issuance of any shares thereof. The Board of Directors of the Corporation is hereby expressly granted authority to fix by duly adopted resolution or resolutions the designations and the relative powers and preferences, the relative, participating, optional, voting, conversion or other special rights, the terms and conditions of any redemptions and the relative qualifications, limitations or restrictions as may be authorized or permitted by the laws of the State of Nevada in respect of each such series of Preferred Stock. Dividends - Subject to any and all prior rights of the holders of any outstanding shares of the Preferred Stock of the Corporation, of any and all series, the Board of Directors may declare and pay ratable dividends or make other distributions in cash, its bonds or its property, including shares or bonds of other corporations, on the outstanding shares of its Common Stock, payable to the full extent permitted under the laws of the State of Michigan, except when currently the Corporation is insolvent or would thereby be made insolvent. Dividends may be declared or paid and distributions may only be made out of surplus. Once declared, holders of Common Stock are entitled to prompt payment of dividends, without interest, to the extent that surplus then exists. Dividends in the shares of the Corporation's own capital stock may be declared and paid pro rata on the outstanding shares of its Common Stock to the extent permitted by the Nevada Business Corporation Act.