Series E-1 Convertible Preferred definition
Examples of Series E-1 Convertible Preferred in a sentence
Immediately following receipt of the certificates representing the respective aggregate stated liquidation preference of NBCU Series B Preferred surrendered by NBC Palm Beach I pursuant to this Section 10.10, the Company shall cancel such certificates and issue to NBC Palm Beach I certificates representing such aggregate stated liquidation preference of Series E-1 Convertible Preferred and Series D Convertible Preferred, respectively, as shall be determined pursuant to the preceding sentence.
The transfer agent will deliver to such Holder a new certificate representing the shares of Series E-1 Convertible Preferred in excess of those being surrendered for conversion.
Each share of the Series E-1 Convertible Preferred is convertible at the option of the Holder thereof, at any time and from time to time, into (A) a number of Conversion Shares equal to the Issue Price of the shares of Series E-1 Convertible Preferred surrendered for conversion, divided by (B) the Conversion Price then in effect, except that if shares of Series E-1 Convertible Preferred are called for redemption the conversion right will terminate at the close of business on the Redemption Date.
The Series E-1 Convertible Preferred shall be converted by the holder thereof by surrendering the certificate or certificates representing the shares of Series E-1 Convertible Preferred to be converted, appropriately completed, to the transfer agent for the Common Stock.
The Corporation shall redeem, in the manner provided for in paragraph (e)(ii) hereof, and out of funds legally available therefor all of the outstanding shares of Series E-1 Convertible Preferred for cash on August 31, 2013 (the “Redemption Date”), at a price per share equal to the Redemption Price.
The number of shares constituting such series shall be 4,500 and are referred to as the “Series E-1 Convertible Preferred.” The liquidation preference of the Series E-1 Convertible Preferred shall be $10,000.00 per share (the “Liquidation Preference”).
If the assets of the Corporation are not sufficient to pay in full the liquidation payments payable to the Holders and to any holders of all other Parity Securities, then such assets shall be distributed among the Holders and any holders of such other Parity Securities ratably in accordance with the respective amounts that would be payable on such shares of Series E-1 Convertible Preferred and any such shares of other Parity Securities if all amounts payable thereon were paid in full.
Except as provided in the preceding sentence, Holders of Series E-1 Convertible Preferred shall not be entitled to any distribution in the event of any liquidation, dissolution or winding up of the affairs of the Corporation.
Prior to the Initial Closing the Company has or shall have adopted and filed with the Secretary of State of the State of Delaware the Certificate of Designation of Series E Convertible Preferred Stock, Series E-1 Convertible Preferred Stock and Series E-2 Convertible Preferred Stock, a copy of which is attached hereto as Exhibit D (the “Certificate of Designation”).
On or prior to the Closing Date (as defined below), the Company shall adopt and file with the Secretary of State of the State of Delaware the Certificate of Designation of Series E Convertible Preferred Stock, Series E-1 Convertible Preferred Stock and Series E-2 Convertible Preferred Stock in the form attached hereto as Exhibit D (the “Certificate of Designation”).