Series D-2 Preferred definition

Series D-2 Preferred means a newly designated series of Preferred Stock of the Company with rights and preferences equivalent to the most senior then outstanding series of Preferred Stock, which shall be participating Preferred Stock (for clarity, with participation by the holders of such preferred stock being on a pro rata and as-converted basis, together with the holders of the Company’s Common Stock and any other series of the Company’s participating Preferred Stock, in any remaining proceeds following the payment of all liquidation preferences) and the liquidation preference of each share of such Preferred Stock shall be equal to two and one quarter times the original issue price of such Preferred Stock.

Series D-2 Preferred has the meaning set forth in the recitals to this Agreement.

Series D-2 Preferred shall have the meaning set forth in Section 3.2(a).

Examples of Series D-2 Preferred in a sentence

• Each share of Series D-2 Preferred Stock shall be convertible at the conversion rate determined by dividing the Original Series D-2 Price by the Series D-2 Conversion Price (determined as provided herein) in effect at the time of conversion.

• The Company shall keep written records of the conversion of the shares of Series D-2 Preferred Stock converted by each holder.

• No fractional shares of Common Stock shall be issued upon conversion of the Series D-2 Preferred Stock.

• Upon conversion pursuant to this section or Section 5(b) hereof, all declared and unpaid dividends on the Series A Preferred, Series B Preferred, Series C Preferred, Series D1 Preferred, Series D2 Preferred, Series D3 Preferred and Series E Preferred shall be paid in cash, to the extent legally permitted.

• The person or persons entitled to receive the shares of Common Stock issuable upon a conversion of the Series D-2 Preferred Stock shall be treated for all purposes as the record holder or holders of such shares of Common Stock on the Conversion Date.

• The number of shares of Series D-2 Preferred Stock shall be 245,100.

• The fair value of the warrants was $1,714 above the face amount of the Series D-2 Preferred and this excess was expensed to derivative fair value adjustment at issuance.

• The Company will also give written notice to each holder of Series D-2 Preferred Stock at least twenty (20) days prior to the date on which any Organic Change, dissolution, liquidation or winding-up will take place and in no event shall such notice be provided to such holder prior to such information being made known to the public.

• The number of Series D-2 Preferred Shares into which this Warrant may be exercised at any time (the “Warrant Shares”) shall equal the aggregate number of Ordinary Shares of the Company, nominal value NIS 0.10 per share (the “Ordinary Shares”) into which the Base Number (as defined below) may be converted, in accordance with the Amended AOA (the “Conversion Ratio”).

• Subject to compliance with applicable Protective Provisions, the Board is also authorized to increase or decrease the number of shares of any series (other than Series A Preferred, Series B Preferred, Series C Preferred, Series D1 Preferred, Series D2 Preferred, Series D3 Preferred and Series E Preferred), prior or subsequent to the issue of that series (but not below the number of shares of such series then outstanding).

More Definitions of Series D-2 Preferred

Series D-2 Preferred is defined in the recitals.