Parent Series D Preferred Stock definition
Examples of Parent Series D Preferred Stock in a sentence
Moreover, the Ghent DTC is associated with a limited additional public expenditure.
Except as described in the immediately preceding sentence and except for the preferred share purchase rights relating to the Parent Series D Preferred Stock, there are no securities of Parent or Holdco Sub (or their affiliates) currently outstanding that are convertible into or exercisable or exchangeable for shares of Parent Class A Common Stock.
The approval and adoption of this Agreement by the holders of a majority of a quorum of the outstanding shares of Parent Common Stock and Parent Series D Preferred Stock, voting together as one class (the "Parent Stockholder Approval"), is the only vote of the holders of any class or series of stock of Parent necessary to approve or adopt this Agreement and the transactions contemplated by this Agreement.
The authorized capital stock of Parent consists of 200,000,000 shares of Parent Common Stock and 10,000,000 shares, without par value, of preferred stock, of which 6,745,347 shares have been designated as Convertible Preferred Stock, Series D ("Parent Series D Preferred Stock").
The Parent Common Stock and the Parent Series D Preferred Stock, when the Amended and Restated Certificate of Parent attached hereto as EXHIBIT D (the "Parent Amended and Restated Certificate") is filed, shall have the rights, preferences, privileges and restrictions set forth in the Parent Amended and Restated Certificate.
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Parent shall use reasonable best efforts to cause the Parent Common Stock, the Parent Series D Preferred Stock and the Parent Series E Preferred Stock to be issued in the Merger to be approved for listing on the NYSE prior to the Effective Time, subject to official notice of issuance.
The shares of Parent Common Stock, Parent Series D Preferred Stock and Parent Series E Preferred Stock to be issued in the Merger shall have been approved for listing on the NYSE, subject to official notice of issuance, and the articles supplementary classifying the Parent Series D Preferred Stock attached hereto as Annex C and the Parent Series E Preferred Stock attached hereto as Annex D shall have been filed with and accepted for record by the Maryland Department.
If the Net Advertising Revenue is more than $13,000,000 but less than $17,000,000, then the Company Shareholders shall be entitled to (and, with respect to Roll-Over Option Holders, shall vest in) an aggregate number of shares of Parent Common Stock and Parent Series D Preferred Stock, as the case may be, equal to (A) the Earn-Out Amount multiplied by (B) the actual Net Advertising Revenue achieved in excess of $13,000,000, divided by (C) $4,000,000 (rounded up to the nearest whole number).
Subject to Sections 1.3(e), 2.2, 2.3 and 2.5, Company Shareholders shall be entitled to receive an aggregate of up to 7,596,168 shares of Parent Common Stock and an aggregate of up to 7,498,814 shares of Parent Series D Preferred Stock (collectively, the “Share Consideration”), pro rata among the holders of the respective applicable classes of Capital Stock of the Company in accordance with the provisions of clauses (b)(i) and (b)(ii) below.