Examples of Preferred D Shares in a sentence
Contemporaneously with the issuance of the Preferred D Shares $180,000 of accrued but unpaid dividends on outstanding Preferred C Shares was paid through the issuance of an additional 180 Preferred C Shares (the “Additional Preferred C Shares”).
The Preferred D Shares accrue a 5% annual cumulative cash dividend, payable quarterly and accords the holders thereof voting rights on an “as converted” basis.
The Company issued 4,000 Preferred D Shares and 180 Additional Preferred C Shares.
The certificates evidencing the Preferred D Shares and the Additional Preferred C Shares issued by Celsius bear a legend (i) stating that the shares have not been registered under the Securities Act and applicable state securities laws, and (ii) setting forth and referring to the restrictions on transferability and sale of the shares under the Securities Act and applicable state securities laws.
In connection with the issuance of the Preferred D Shares and the Additional Preferred C Shares, no securities were registered or qualified in any jurisdiction.
The Preferred D Shares can be converted into Company common stock at any time until the expiration date of the line of credit in 2020 or its earlier satisfaction in full, at a conversion price of $0.86 per share.
The Preferred D Shares were issued in connection with the conversion of $4.0 million in indebtedness under the CD Line of Credit.
The Preferred D Shares and the Additional Preferred C Shares issued by Celsius are “restricted securities” of the Company.
In order to effect the transactions, Celsius’ Amended and Restated Articles of Incorporation were amended as authorized by the Board of Directors and majority shareholders (to the extent required), to increase the number of authorized shares of the Company’s common stock 50,000,000 to 75,000,000 and authorized Preferred C Shares from 2,200 to 3,000 and to designate the newly created Preferred D Shares.
Represents (a) 8,554,289 shares of common stock held of record by CDS Ventures; (b) 5,157,692 shares of common stock issuable upon conversion of Preferred C Shares held of record by CDS Ventures; (c) 1,896,488 shares of common stock held of record by CD Financial; and (d) 4,651,163 shares o common stock issuable upon conversion of Preferred D Shares held of record by CD Financial.