Series E Certificate of Determination definition

Series E Certificate of Determination means the Corporation's Certificate of Determination of Preferences of Series E Preferred Stock, as amended from time to time.
Sample 1Sample 2Sample 3
Series E Certificate of Determination means the Certificate of Determination for the Company's Series E Preferred Stock.
Sample 1Sample 2Sample 3
Series E Certificate of Determination means the Certificate of Determination of Preferences of Series E Redeemable Convertible Preferred Stock, substantially in the form attached hereto as Exhibit F, with such changes or limitations to the voting provisions thereof as may be necessary to comply with NASD Rule 4351 regarding the voting power of the Series E Preferred Stock, which certificate shall be duly filed with the Secretary of State of the State of California as soon as practicable following Stockholder Approval.
Sample 1Sample 2

Examples of Series E Certificate of Determination in a sentence

  • The initial Series E Conversion Price of the shares of Series E Preferred Stock issued upon conversion of this Note pursuant to Section 3.1 shall equal the Series E Conversion Price in effect on the Conversion Date, subject to the adjustment of such Series E Conversion Price from time to time thereafter as provided in the Series E Certificate of Determination.

  • The Company shall issue such shares of Common Stock, in accordance with the terms of the Series E Certificate of Determination or the terms of the Notes, as the case may be, and otherwise comply with the terms hereof and thereof.

  • The Board of Directors has taken all action necessary to exempt from the provisions of Section 1203 of the California Corporations Code, to the extent applicable, this Agreement, any acquisition by the Lenders of Notes and the Issuable Shares or Common Shares pursuant to this Agreement and the Series E Certificate of Determination, each as applicable, and any conversion by the Lenders of Issuable Shares into shares of Common Stock.

  • A copy of each of the articles of incorporation of the Company and the Series E Certificate of Determination, certified by the State of California, shall have been delivered to the Purchasers as promptly as practicable after the Closing Date.

  • The Company shall have duly filed with the Secretary of State of the State of California the Series E Certificate of Determination.

  • The Company shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issue or delivery upon conversion of the Issuable Shares, as provided in the Series E Certificate of Determination, or upon conversion of the Notes, as provided for in the Notes, the maximum number of shares of Common Stock that may be issuable or deliverable upon such conversion or exercise.

  • The Issuable Shares shall have the preferences and rights set forth in the Series E Certificate of Determination, with such changes or limitations to the voting provisions thereof as may be necessary to comply with NASD Rule 4351.

  • Such shares of Common Stock are duly authorized and, when issued or delivered in accordance with the Series E Certificate of Determination, or in accordance with the Notes, as the case may be, shall be validly issued, fully paid and non-assessable.

  • The Series E Preferred Stock will be convertible into shares of the Common Stock of the Company subject to the terms and provisions set forth in the Series E Certificate of Determination and in this Agreement.

  • The Company has heretofore delivered, or prior to the Closing Date will deliver, to the Purchaser complete and correct copies of the Articles of Incorporation, the Series D Certificate of Determination, the Series E Certificate of Determination and the by-laws of the Company and the Articles of Incorporation and the by-laws of each of its Subsidiaries, each as amended to date and as presently in effect (collectively, with respect to any such Person, "CHARTER DOCUMENTS").


More Definitions of Series E Certificate of Determination

Series E Certificate of Determination means the Corporation’s Certificate of Determination of Preference of Series E Redeemable Convertible Preferred Stock, as the same may be amended from time to time.
Sample 1
Series E Certificate of Determination means the Certificate of Determination for the Series E Preferred Stock of the Company filed with the Secretary of State of California as of November 24, 1999 and effective as of the date hereof.
Sample 1

Related to Series E 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 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 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 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.

  • 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:

  • 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.

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

  • 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:

  • Forced Conversion Amount means the sum of (a) 100% of the aggregate Stated Value then outstanding and (b) all liquidated damages and other amounts due in respect of the Preferred Stock.

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

  • Senior Principal Distribution Amount As to any Distribution Date, the sum of (i) the Senior Percentage of all amounts described in subclauses (a) through (d) of clause (i) of the definition of Non-PO Formula Principal Amount for such Distribution Date, (ii) with respect to any Mortgage Loan that became a Liquidated Mortgage Loan during the calendar month preceding the month of such Distribution Date, the lesser of (x) the Senior Percentage of the applicable Non-PO Percentage of the Stated Principal Balance of such Mortgage Loan and (y) either (A) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amount of the Liquidation Proceeds allocable to principal received on the Mortgage Loan or (B), if an Excess Loss was sustained with respect to such Liquidated Mortgage Loan during such preceding calendar month, the Senior Percentage of the amount of the Liquidation Proceeds allocable to principal received with respect to such Mortgage Loan, and (iii) the sum of (x) the Senior Prepayment Percentage of the applicable Non-PO Percentage of the amounts described in subclause (f) of clause (i) of the definition of Non-PO Formula Principal Amount for such Distribution Date, and (y) the Senior Prepayment Percentage of any Subsequent Recoveries described in clause (ii) of the definition of Non-PO Formula Principal Amount for such Distribution Date; provided, however, that if a Bankruptcy Loss that is an Excess Loss is sustained with respect to a Mortgage Loan that is not a Liquidated Mortgage Loan, the Senior Principal Distribution Amount will be reduced on the related Distribution Date by the Senior Percentage of the applicable Non-PO Percentage of the principal portion of such Bankruptcy Loss.

  • SOFR Interest Determination Date means the day that is the number of U.S. Government Securities Business Days prior to the Interest Payment Date in respect of the relevant Interest Period, as specified in the applicable Pricing Supplement.In addition to defining the relevant Interest Periods and Interest Payment Dates, the applicable Pricing Supplement shall specify and describe, as applicable, any relevant interest commencement date, interest period end date, interest determination date, index maturity, rate cut-off date, any other terms relating to the particular method of calculating interest on the Compound SOFR Note (including any applicable payment delay, lockout or suspension period, lookback or observation shift) and any other terms applicable specifically to such Compound SOFR Note.Average SOFR NotesUnless otherwise provided for or modified in the applicable Pricing Supplement, Average SOFR Notes will bear interest at a rate per annum equal to Average SOFR (as defined below) plus the Spread.With respect to any Interest Period, unless otherwise specified or modified in the applicable Pricing Supplement, “Average SOFR” will be calculated by the Calculation Agent on each SOFR Interest Determination Date (as defined below) as follows (with the resulting percentage being rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with 0.000005 being rounded upwards to 0.00001): 0 Where:

  • Group I Senior Principal Distribution Amount For any Distribution Date, an amount equal to the sum of (a) the Group I Senior Percentage of the Principal Payment Amount for Loan Group I, (b) the Group I Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group I and (c) the Group I Senior Liquidation Amount.

  • Designation Amount has the meaning given to this term in Section 4.15.

  • 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.

  • Group II Senior Principal Distribution Amount As to any Distribution Date, the sum of (i) the Group II Senior Percentage of the Principal Payment Amount for Loan Group II, (ii) the applicable Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group II, and (iii) the Group II Senior Liquidation Amount.

  • Group III Senior Principal Distribution Amount As to any Distribution Date, the sum of (i) the Group III Senior Percentage of the Principal Payment Amount for Loan Group III, (ii) the applicable Senior Prepayment Percentage of the Principal Prepayment Amount for Loan Group III, and (iii) the Group III Senior Liquidation Amount.

  • Initial Required Registration Amount means (I) the sum of (i) the number of Common Shares and (ii) the maximum number of Warrant Shares issued and issuable pursuant to the Warrants, without regard to any limitations on exercise of the Warrants or (II) such other amount as may be permitted by the staff of the SEC pursuant to Rule 415.