Treatment of Preferred Stock. The Company and the Investors agree that it is their intention that the Warrants should be treated as common stock of the Company for U.S. federal income tax purposes. The Company and the Investors agree to take no positions or actions inconsistent with such treatment (including on any IRS Form 1099), unless otherwise required by (i) a change in applicable Law or (ii) the IRS or other relevant tax authority following an audit or other examination in which the tax treatment described in this paragraph was defended by the taxpayer in good faith.
Treatment of Preferred Stock. Prior to the Effective Time, the Company, Merger Sub and the Purchaser (or if appropriate, any duly authorized committee thereof) shall, as applicable, take all corporate actions necessary, including adopting appropriate resolutions and obtaining consents of holders of Company preferred stock if required, to provide that, prior to the Effective Time, each outstanding shares of Company Preferred Stock shall be exercised or converted into Company Common Stock or terminated, and shall of no further full force and effect as of the Effective TimeAny fractional share will be rounded down to the nearest whole number of shares of Purchaser Common Stock.
Treatment of Preferred Stock. Effective immediately prior to the Effective Time, each issued and outstanding share of Series A Preferred Stock will be automatically converted into one (1) share of Company Common Stock in accordance with the Charter Documents (the “Preferred Stock Conversion”). Pursuant to the Agreement and Joinder executed concurrently with the Company’s execution of this Agreement by the Principal Stockholder holding Series A Preferred Stock, the holder of a majority of the issued and outstanding Series A Preferred Stock has granted all necessary consents and has provided to the Company all necessary notices required to effect such conversion contingent upon the Merger and effective immediately prior to the Merger, including any such consents and notices required by the Charter Documents, any Contract or Applicable Law.
Treatment of Preferred Stock. (i) each share of Series G Preferred Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and remain outstanding as one share of Series G Preferred Stock of the Surviving Corporation entitled to the same dividends and all other preferences and privileges, voting rights, relative, participating, optional and other special rights, and subject to the same qualifications, limitations and restrictions, in each case, as set forth in the Series G Certificate of Designation as of immediately prior to the Effective Time, and each depositary share issued pursuant to the Series G Deposit Agreement, representing one-hundredth of one share of Series G Preferred Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and remain outstanding and represent one-hundredth of one share of Series G Preferred Stock of the Surviving Corporation;
(ii) each share of Series H Preferred Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and remain outstanding as one share of Series H Preferred Stock of the Surviving Corporation entitled to the same dividends and all other preferences and privileges, voting rights, relative, participating, optional and other special rights, and subject to the same qualifications, limitations and restrictions, in each case, as set forth in the Series H Certificate of Designation as of immediately prior to the Effective Time, and each depositary share issued pursuant to the Series H Deposit Agreement, representing one-hundredth of one share of Series H Preferred Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and remain outstanding and represent one-hundredth of one share of Series H Preferred Stock of the Surviving Corporation; and
(iii) each share of Series I Preferred Stock issued and outstanding immediately prior to the Effective Time shall be unaffected by the Merger and remain outstanding as one share of Series I Preferred Stock of the Surviving Corporation entitled to the same dividends and all other preferences and privileges, voting rights, relative, participating, optional and other special rights, and subject to the same qualifications, limitations and restrictions, in each case, as set forth in the Series I Certificate of Designation as of immediately prior to the Effective Time.
Treatment of Preferred Stock. In consideration of the surrender and cancelation of the issued and outstanding ALA Preferred Stock by the ALA Preferred Stockholders pursuant to Section 1.2(d) above, which ALA Preferred Stock has accumulated dividends, which have remained unpaid, since January 1, 1994, the parties hereto expressly acknowledge, understand and agree that (a) the Holding Preferred Stock, as authorized and designated in Holding's restated certificate of incorporation, provides for the accumulation of dividends on such ALA Preferred Stock from January 1, 1994 (notwithstanding that Holding was not in existence on that date), and (b) by virtue of such accumulation of dividends provision(s), as of the Effective Time, Holding is assuming the dividend obligation of ALA, as accumulated and unpaid through the Effective Time, in connection with the issued and outstanding ALA Preferred Stock.
Treatment of Preferred Stock. From and after the respective Original Issue Date, dividends shall accrue at the applicable Dividend Rate on the outstanding shares of Preferred Stock (subject to adjustment from time to time for Recapitalizations and as otherwise set forth elsewhere herein) (the “Accruing Dividends”). Accruing Dividends shall accrue from day to day, whether or not declared, and shall be cumulative; provided, however, that except as set forth in the following sentence of this Section 2(a) or in Section 3(a), provided that the Corporation shall be under no obligation to pay such Accruing Dividends except as set forth in Section 3 or Section 7 of this Article V, based on the aggregate amount of
Treatment of Preferred Stock. Each Trident Preferred Stock issued and outstanding immediately prior to the Effective Time and excluding Trident Preferred Stock owned by holders of the FBCA, shall be converted into the right to receive ninety-five hundredths (.95) of a share of Parent Share of Common Stock (the "Preferred Exchange Ratio). The Preferred Exchange Ration shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividends (including any dividends or distribution of securities convertible into Parent Shares), reorganization, recapitalization or other like change with respect to Parent Shares occurring after the date hereof and prior to the Effective Time.
Treatment of Preferred Stock. Rio Grande shall treat all distributions (other than payments in redemption of the Preferred Stock that are not with respect to accrued but unpaid dividends) paid by it on the Preferred Stock as non-deductible dividends on all of its tax returns.
Treatment of Preferred Stock. Subject to the limitations in this Agreement, (i) (x) each share of Series A Preferred Stock, issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, if any), shall, by virtue of the Merger and without any action on the part of the holder thereof be cancelled and extinguished and automatically converted into the right to receive the Series A Merger Consideration, with the amount exceeding $0.4658 being adjusted pursuant to Section 2.1(e), without interest, and (y) with the full amount being subject to any escrow, set off, deduction or indemnification contemplated herein; (ii) (x) each share of Series B Preferred Stock, issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, if any), shall, by virtue of the Merger and without any action on the part of the holder thereof be cancelled and extinguished and automatically converted into the right to receive the Series B Merger Consideration, with the amount exceeding $0.5774168 being adjusted pursuant to Section 2.1(e), without interest, and (y) with the full amount being subject to any escrow, set off, deduction or indemnification contemplated herein; (iii) (x) each share of Series C Preferred Stock, issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares, if any), shall, by virtue of the Merger and without any action on the part of the holder thereof be cancelled and extinguished and automatically converted into the right to receive the Series C Merger Consideration, with the amount exceeding $0.64 being adjusted pursuant to Section 2.1(e), without interest, and (y) with the full amount being subject to any escrow, set off, deduction or indemnification contemplated herein (together with the Common Stock Merger Consideration, the Series A Merger Consideration and Series B Merger Consideration, the "Merger Consideration"). At the Effective Time, all shares of Preferred Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Preferred Stock (together with the Common Stock Certificates, the "Certificates") shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration.
Treatment of Preferred Stock. As of the Effective Time, by operation of Law and by virtue of the Merger and without any action on the part of any Company Stockholder, each issued and outstanding share of Preferred Stock (other than any Dissenting Shares) shall be converted into the following (the “Preferred Stock Merger Consideration”):
(a) first, in the case of each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time, the right to receive an amount in cash equal to the Series B Liquidation Preference Amount applicable to each such share, without interest thereon, as set forth in the Allocation Statement;
(b) second, in the case of each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time, the right to receive an amount in cash equal to the Series A Liquidation Preference Amount applicable to each such share, without interest thereon, as set forth in the Allocation Statement; and
(c) third, in the case of each share of Preferred Stock, (i) the right to receive an amount in cash equal to the Common Stock Per Share Value multiplied by the Conversion Rate that applies to such share of Preferred Stock, and (ii) subject to Section 3.7 hereof, the right to receive an amount in cash equal to the Common Stock Per Share Escrow Value multiplied by the Conversion Rate that applies to such share of Preferred Stock, if any.
