Examples of Class N Preferred Stock in a sentence
Except as provided in Section 11.8, from and after the Issue Date, no Person (other than the Initial Holder or a Look-Through Entity) shall Beneficially Own shares of Class N Preferred Stock in excess of the Ownership Limit, the Initial Holder shall not Beneficially Own shares of Class N Preferred Stock in excess of the Initial Holder Limit and no Look-Through Entity shall Beneficially Own shares of Class N Preferred Stock in excess of the Look-Through Ownership Limit.
By written notice to the Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust relating to such Prohibited Transferee if (i) the shares of Class N Preferred Stock held in the Trust would not violate the Ownership Restrictions in the hands of such Charitable Beneficiary and (ii) each Charitable Beneficiary is an organization described in Sections 170(b)(1)(A), 170(c)(2) and 501(c)(3) of the Code.
Any vote cast by a Prohibited Transferee prior to the discovery by the Corporation that the shares of Class N Preferred Stock have been transferred to the Trustee will be rescinded as void ab initio and shall be recast in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary.
Shares of Class N Preferred Stock transferred to the Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such transfer to the Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer.
Shares of Class N Preferred Stock held by the Trustee shall be issued and outstanding shares of capital stock of the Corporation.
The owner of the shares at the time of the Excess Transfer, change in capital structure or other event giving rise to a potential violation of the Ownership Limit, Initial Holder Limit or Look-Through Entity Ownership Limit shall be deemed to have given an irrevocable proxy to the Trustee to vote the shares of Class N Preferred Stock for the benefit of the Charitable Beneficiary.
Except to the extent provided in Section 11.3(E), the Prohibited Transferee shall have no rights in the Class N Preferred Stock held by the Trustee, and the Prohibited Transferee shall not benefit economically from ownership of any shares held in trust by the Trustee, shall have no rights to dividends and shall not possess any rights to vote or other rights attributable to the shares held in the Trust.
If any of the transfer restrictions set forth in this Section 11.3(E) or any application thereof is determined in a final judgment to be void, invalid or unenforceable by any court having jurisdiction over the issue, the Prohibited Transferee may be deemed, at the option of the Corporation, to have acted as the agent of the Corporation in acquiring the Class N Preferred Stock as to which such restrictions would, by their terms, apply, and to hold such Class N Preferred Stock on behalf of the Corporation.
The Trustee shall have all voting rights and rights to dividends with respect to shares of Class N Preferred Stock held in the Trust, which rights shall be exercised for the benefit of the Charitable Beneficiary.
This class of Preferred Stock shall be designated as Class N Convertible Cumulative Preferred Stock, par value $.01 per share (the "Class N Preferred Stock"), and Four Million (4,000,000) shall be the authorized number of shares of such Class N Preferred Stock constituting such class.