Preferred Stock Amendment definition
Examples of Preferred Stock Amendment in a sentence
Without limiting the foregoing, on or before 4:00 p.m. Eastern Time on September 30, 2009, the Seller shall execute and deliver the Restructuring Support Agreement, the Series A Convertible Preferred Stock Amendment and Conversion Agreement, the Consent and Waiver of the Required Holders of Series A Convertible Preferred Stock of Global Employment Holdings, Inc., and the Shareholder’s Agreement.
The Company hereby agrees with Questor to complete and cause to become effective the Preferred Stock Amendment (as defined in the Purchase Agreement).
The Company and Purchaser entered into a Preferred Stock Amendment and Warrant Issuance Agreement, dated November 29, 2004 (as amended from time to time, the “Amendment Agreement”), pursuant to which, among other things, the Company and Purchaser, on the terms and subject to the conditions thereof, agreed to amend and restate the Prior Shareholders Agreement as set forth herein.
On the Subsequent Closing Date, the remaining 23,375 outstanding shares of Series F Preferred shall be converted subject to the completion and effectiveness of the Thayer Condition and the Preferred Stock Amendment.
The Company shall, as soon as practicable following the mailing of the Information Statement, but subject to applicable laws, use its commercially reasonable efforts to cause the Preferred Stock Amendment to become effective with the Secretary of State of the State of Delaware and to effectuate the conversion of the outstanding shares of Series D Preferred Stock into shares of Common Stock in accordance with the Preferred Stock Amendment.
The Stockholder hereby agrees to vote, in respect of its Preferred Stock and its Common Stock, in favor of any such proposal to adopt the Preferred Stock Amendment.
If no direction is made, this proxy will be used to CONSENT to the Authorized Share Increase, the Reverse Stock Split and the Preferred Stock Amendment.
Prior to the Subsequent Closing Date, the Company shall cause the Certificate of Incorporation and the Certificate of Designation of the Series F Preferred to be amended (the "Preferred Stock Amendment") to adjust the conversion rate such that, following such amendment, the 23,375 shares of Series F Preferred outstanding immediately after the Closing shall be convertible into 46,910,503 shares of Common Stock on the Subsequent Closing Date.
This Agreement shall terminate upon the earlier of (1) approval of the conversion of the Preferred Stock into Common Stock at a price that is below $0.41 per share by the holders of Common Stock in a manner consistent with this Agreement and (2) the consummation of the Preferred Stock Amendment.
The Stockholder hereby covenants and agrees that it will not, directly or indirectly, transfer beneficial ownership of the Preferred Stock to any person prior to consummation of the Preferred Stock Amendment.