Series D-3 Preferred Stock definition

Series D-3 Preferred Stock means shares of the Company’s Series D-3 Preferred Stock, par value $0.0001 per share.

Series D-3 Preferred Stock means the Corporation’s preferred stock designated as its Series D-3 Convertible Preferred Stock pursuant to the Series D-3 Certificate.

Series D-3 Preferred Stock has the meaning specified in Section 4.6(a).

Examples of Series D-3 Preferred Stock in a sentence

• Each share of Series D-3 Preferred Stock shall be convertible at the conversion rate determined by dividing the Original Series D-3 Price by the Series D-3 Conversion Price (determined as provided herein) in effect at the time of conversion.

• The Corporation shall allocate the aggregate Original Series D-2 Issue Price for all Series D-2 Preferred Stock issued by the Corporation to capital for the Series D-2 Preferred Stock, and shall allocate the aggregate Original Series D-3 Issue Price of all shares of Series D-3 Preferred Stock issued by the Corporation to capital for the Series D-3 Preferred Stock in accordance with the provisions of Section 154 of the Delaware General Corporation Law.

• Each holder of a share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-2 Preferred Stock, Series D-3 Preferred Stock and Series E Preferred Stock shall have the right to one vote for each share of Common Stock into which such Preferred Stock could then be converted (with any fractional share determined on an aggregate conversion basis being rounded down to the nearest whole share).

• Upon receipt of any such request as to a Mandatory Series D-3 Redemption, the Corporation shall promptly give written notice of the redemption request to each non-requesting holder of record of the shares of Series D-3 Preferred Stock, postage prepaid, at the post office address last shown on the records of the Corporation.

• The holder of each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series D-2 Preferred Stock and Series D-3 Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors prior and in preference to any dividends paid with respect to shares of shares of Common Stock.

• Take any other action (i) which alters or changes the rights, preferences and privileges of the Preferred Stock, or (ii) for which such a vote of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-2 Preferred Stock, Series D-3 Preferred Stock or Series E Preferred Stock voting as a separate series or class, shall be required under applicable law.

• The holder of each share of Series E Preferred Stock shall be entitled to receive dividends when, as and if declared by the Board of Directors prior and in preference to any dividends paid with respect to shares of shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series D-2 Preferred Stock and Series D-3 Preferred Stock.

• The Series D-1 Preferred Stock, Series D-2 Preferred Stock and Series D-3 Preferred Stock shall collectively be referred to herein as “Series D Preferred Stock”.

• With respect to a Mandatory Series D-3 Redemption, non-requesting holders of shares of Series D-3 Preferred Stock shall have thirty (30) days from the date such notice is mailed to request in writing redemption of their Series D-3 Preferred Stock on the terms contained herein and on the date of redemption set forth in Section 8(h), and all such requests shall be deemed to have been received by the Corporation on the date of the initial request by the Required Series D-3 Holders.

• The Series D Preferred Stock may be issued in one or more sub-series of Series D Preferred Stock to be designated: Series D-1 Preferred Stock, Series D-2 Preferred Stock, Series D-3 Preferred Stock, and so on and so forth, the number of shares of each such series to be determined by resolution of the Board of Directors of the Corporation, including the Series D Director Nominee (as hereinafter defined).

More Definitions of Series D-3 Preferred Stock

Series D-3 Preferred Stock means the Series D-3 Cumulative Convertible Preferred Stock of the Company or successor as contemplated by Section 6(F).

Series D-3 Preferred Stock means the Company's authorized shares of Series D-3 Convertible Preferred Stock, par value $.01 per share, having the designations, rights, preferences and privileges and qualifications, limitations and restrictions of preferred stock set forth in the Restated Certificate of Incorporation.

Series D-3 Preferred Stock means the Series D-3 Cumulative Convertible Preferred Stock of the Company or successor as contemplated by Section 6(F). “Stated Value” is an amount equal to one thousand dollars ($1,000) per share of Series D-3 Preferred Stock plus (x) any accrued and unpaid dividends (asof the date of determination, which for purposes of Sections 6(A) and 6(B) shall be the Conversion Closing Date and Redemption Closing Date, respectively), whether or not declared and whether or not earnings are available in respect of such dividends and (y) any dividends declared on the Common Stock in an amount equal to the product of (A) the per-share dividend on Common Stock multiplied by (B) the number of shares of Common Stock issuable upon redemption or conversion (whichever is greater) of a share of Series D-3 Preferred Stock on the date such dividend is declared on the Common Stock. In the event the Company shall declare a distribution on the Common Stock payable in securities or property other than cash, the value of such securities or property will be the fair market value. Any securities shall be valued as follows: (i) if traded on a national securities exchange or through the Nasdaq National Market or Nasdaq SmallCap Market, the value shall be deemed to be the average of the closing prices of the securities on such exchange or system over the thirty(30) Business Day period ending three (3) calendar days prior to such declaration; (ii) if actively traded over-the-counter, the value shall be deemed to be the average of the closing bid or sale prices (whichever is applicable) over the thirty (30) Business Day period ending three (3) calendar days prior to such declaration; and (iii) if there is no active public market, the value shall be the fair market value thereof, as determined in good faith by the Board.