Prior Preferred Stock definition
Examples of Prior Preferred Stock in a sentence
The Participating Investor acknowledges that it has had an opportunity to review the provisions of the Series E Certificate of Designations and understands the differences in rights, preferences, privileges and restrictions between the shares of Prior Preferred Stock and Series E Preferred Stock.
Such amendment and restatement is effective upon the execution of this Agreement by the Company and the holders of a majority of the Prior Preferred Stock held by the Prior Investors outstanding as of the date of this Agreement.
All holders of any shares of Prior Preferred Stock and all holders of any Prior Warrants shall be signatories hereto and shall participate in the redemption and exchange transactions contemplated hereby, such that upon closing hereunder no shares of Prior Preferred Stock and no Prior Warrants shall remain outstanding or be issuable by the Company.
The Company shall have received from each Participating Investor stock certificates representing the shares of Prior Preferred Stock to be redeemed or exchanged pursuant hereto, accompanied by executed stock powers in acceptable form, and any Prior Warrants of such Participating Investor, as the case may be.
The Participating Investor has the unrestricted power and authority to transfer its shares of Prior Preferred Stock to the Company.
Upon closing of the transactions contemplated hereby, the Company will not have outstanding any shares of Prior Preferred Stock or any Prior Warrants and will have outstanding 210,469 shares of Series E Preferred Stock and Series E Warrants to purchase up to 3,750 additional shares of Series E Preferred Stock.
Upon delivery to the Company of the stock certificates representing its shares of Prior Preferred Stock and/or Prior Warrants, as the case may be, and upon the Closing of the redemptions and/or exchanges set forth herein, the Company shall acquire good and valid title to such shares of Prior Preferred Stock and/or Prior Warrants, as the case may be, free and clear of all liens, charges, pledges, claims, restrictions on transfer, mortgages, security interests or encumbrances of any kind whatsoever.
All shares of the Cumulative Prior Preferred Stock of all series, whether now or hereafter created, shall be of equal rank and all shares of any particular series of the Cumulative Prior Preferred Stock shall be identical except as to the date or dates from which dividends thereon shall be cumulative as provided in Section 4.10 hereof.
At the Initial Closing, the Company shall deliver to each such Investor a certificate registered in such Investor’s name, representing the number and type of shares of Common Stock that such Investor is entitled to as a result of such conversion, and each such Investor shall surrender to the Company for cancellation any certificates registered in such Investor’s name representing the shares of Prior Preferred Stock such Investor has elected to convert.
In the event of any liquidation, dissolution or winding up of the corporation or the sale by the Corporation of all of its assets, the holders of the 7% Prior Preferred Stock shall be entitled to be paid in cash the par value of said shares, together with an amount equal to accrued but unpaid dividends, before anything shall be paid to the holders of junior stock.