Series C Certificate of Determination definition

Series C Certificate of Determination has the meaning set forth in the Recitals.
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Series C Certificate of Determination means the Company’s Certificate of Determination of the Rights, Preferences, Privileges and Restrictions of the Series C Shares in the form such Certificate was filed with the California Secretary on August 16, 2011.
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Series C Certificate of Determination means the Certificate of Determination in the form of Exhibit C hereto, which sets forth the rights, preferences and privileges of the Series C Preferred Stock.
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Examples of Series C Certificate of Determination in a sentence

  • The issuance of the Underlying Shares has been duly authorized and the Underlying Shares, when issued in accordance with the terms of the Series B Certificate of Determination and the Series C Certificate of Determination, will be duly and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer provided for in the Transaction Documents or imposed by applicable securities laws, and shall not be subject to preemptive or similar rights.

  • No other corporate proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement, the Other Transaction Documents, the Series B Certificate of Determination and the Series C Certificate of Determination or the consummation of the transactions contemplated hereby and thereby, as applicable.

  • Except as set forth in Section 4.2 of the Company Disclosure Schedule, the Company has all requisite corporate power and authority to execute and deliver this Agreement and the Other Transaction Documents, to sell and issue the Series B Shares and to carry out and perform its obligations under this Agreement, the Other Transaction Documents, the Series B Certificate of Determination and the Series C Certificate of Determination.

  • The Company shall have duly filed the Series B Certificate of Determination and the Series C Certificate of Determination with the California Secretary.

  • The Company’s board of directors has duly approved and authorized the execution and delivery of and the performance by the Company of its obligations under this Agreement, the Other Transaction Documents, the Series B Certificate of Determination and the Series C Certificate of Determination.

  • A copy of the Series B Certificate of Determination and copy of the Series C Certificate of Determination, each certified by the California Secretary.

  • The Company shall, on or before the Closing Date, file with the California Secretary the Series B Certificate of Determination and the Series C Certificate of Determination and as long as any Series B Shares and any Series C Shares remain outstanding, such Certificates of Determination shall be in full force and effect.

  • The issuance and sale of the Preferred Shares hereunder does not contravene the rules and regulations of the Principal Trading Market and, upon Shareholder Approval, the issuance of the Underlying Shares in accordance with the Series B Certificate of Determination and the Series C Certificate of Determination, as applicable, will not contravene the rules and regulations of the Principal Trading Market.

  • In terms of the complex variables (3.3) Hamilton’s equations become: (3.9)z˙1 = −i√Az1,z˙2 = −i√Bz2 1 12 2z˙ = i√Az , z˙ = i√Bz .It follows that the solution to Hamilton’s equation, (B.2) is the flow Φt(z, z) = (e−i√Atz1, e−i√Btz2, ei√Atz1, ei√Btz2).A monomial m = zI1 zI2 zJ1 zJ2 evaluated on the flow has the form1 2 1 2 ei(k√A+ℓ√B)tzI1 zI2 zJ1 zJ2 = ei[m]tzI1 zI2 zJ1 zJ2 ,where k = J1 − I1, ℓ = J2 − I2.

Related to Series C Certificate of Determination

  • Certificate of Determination means the Certificate of Determination or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Series A Certificate of Designation means the Certificate of Designation of Series A Cumulative Convertible Preferred Shares of the Company as in effect on the date hereof.

  • Series A Certificate of Designations means the Certificate of Designations of Series A Preferred Stock of the Company.

  • Series B Certificate of Designation means the Certificate of Designation of Series B Cumulative Convertible Preferred Shares of the Company as in effect on the date hereof.

  • Series B Certificate of Designations means the certificate of designations establishing the terms of the Series B Preferred Stock.

  • Certificate of Designations means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Certificate of Designation means the Certificate of Designation to be filed prior to the Closing by the Company with the Secretary of State of Delaware, in the form of Exhibit A attached hereto.

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Certificate of Conversion means the Certificate of Conversion to Limited Liability Company of the Corporation to the Company as filed in the office of the Secretary of State of the State of Delaware pursuant to the Delaware Act.

  • Certificate of Amendment means the Certificate of Amendment of the Company, the form of which is attached as Exhibit A.

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • Restated Certificate means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Final Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency determined by the Calculation Agent equal to the Notional Amount multiplied by:

  • Certificate Distribution Amount means, as of any Payment Date, the amount being distributed to the Trust Certificateholders on such Payment Date.

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Initial Conversion Price has the meaning specified in Section 13.01.

  • Final Preference Share Redemption Date means the date that falls twenty Business Days following the Valuation Date on which the Calculation Agent has determined the Final Preference Share Redemption Amount or, if earlier, the first Auto-Call Valuation Date on which an Auto-Call Trigger Event has occurred.

  • Preferred Unit means a fractional, undivided share of the Partnership Interests that has distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the Common Units that the General Partner has authorized pursuant to Section 4.2 hereof.

  • Date of Determination means the date as of which a benefit is to be calculated under the Plan, as specified in each relevant Section, and being one of:

  • Accrued Certificate Interest Distribution Amount With respect to any Distribution Date for each Class of LIBOR Certificates, the amount of interest accrued during the related Interest Accrual Period at the applicable Pass-Through Rate on the related Class Certificate Balance immediately prior to such Distribution Date, as reduced by such Class's share of Net Prepayment Interest Shortfalls and Relief Act Interest Shortfalls for such Distribution Date allocated to such Class pursuant to Section 4.02.

  • Series A Preferred Unit means a Preferred Unit having the designations, preferences, rights, powers and duties set forth in Article XVI.

  • Interest Conversion Price means, with respect to any Interest Date, that price which shall be computed as 100.0% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days immediately preceding the applicable Interest Date (each, an “Interest Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction during such period.

  • Class C Certificate Any one of the Certificates with a “Class C” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.

  • Base Conversion Price shall have the meaning set forth in Section 5(b).

  • Series A-2 Preferred Stock means shares of the Company’s Series A-2 Preferred Stock, par value $0.0001 per share.