Class C Preferred Stock Clause Samples

The Class C Preferred Stock clause defines a specific class of preferred shares within a company's capital structure, outlining the rights, preferences, and privileges associated with these shares. Typically, this clause details aspects such as dividend rates, liquidation preferences, conversion rights, and voting powers that distinguish Class C Preferred Stock from other classes like common stock or other preferred series. For example, holders of Class C Preferred Stock may have priority in receiving dividends or assets upon liquidation, or may have the option to convert their shares into common stock under certain conditions. The core function of this clause is to clearly delineate the unique terms and protections afforded to Class C Preferred Stockholders, thereby providing certainty and structure for both investors and the company.
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Class C Preferred Stock. Upon the Effective Date of the Merger, each ----------------------- share of Class C Preferred Stock issued and outstanding immediately prior thereto shall, by virtue of the Merger and without any action by the Constituent Corporations, the holder of such shares or any other person, be changed and converted into and exchanged for one fully paid and nonassessable share of Class C Preferred Stock, $0.01 par value, of the Surviving Corporation ("ChipPAC ------- Delaware Class C Preferred Stock"). --------------------------------
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Class C Preferred Stock. Up to a number of shares of Class C Convertible Preferred Stock, nominal value Ps.1.00 per share (the “Class C Preferred Stock” and, together with the Class A Preferred Stock and the Class B Preferred Stock, the “Preferred Stock”) to allow for (i) all holders of Notes who were granted an option to purchase shares of Class C Preferred Stock pursuant to the terms of the Option Agreement and who exercise such option to acquire shares of Class C Preferred Stock and (ii) to the extent such option shall be exercised by such holders in accordance with the Option Agreement, holders of Common Stock (who are not Consenting Noteholders) to exercise their preemptive rights to acquire shares of Class C Preferred Stock, in each case, as provided in the Summary of Proposed Terms of TGLT Offers and Consent Solicitation.
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Class C Preferred Stock. In addition to the dividends contemplated by Section 4(a), during each Accrual Year, each holder of Class C Preferred Stock (other than those shares of Class C Preferred Stock held by SBA Holders, except in the circumstances set forth in Section 4(b)(1)) shall be entitled to receive, when and as declared by the Board of Directors of the Corporation out of funds legally available therefor, an annual dividend payable on the last day of such Accrual Year with respect to each share of Class C Preferred Stock held by such holder in an amount equal to 20% of the sum of (a) $4 PLUS (b) the amount of all cumulated and unpaid dividends (if any) in respect of such share of Class C Preferred Stock, which dividend (i) shall be payable in preference and priority to any payment of any dividend with respect to the Common Stock, (ii) shall accrue daily (whether or not declared or funds are legally available therefor), and (iii) to the extent not paid, shall cumulate (and thereby compound) annually on the last day of each Accrual Year. Upon the consummation of a Liquidity Event, each holder of Class C Preferred Stock shall have the option of either (i) receiving all accrued and unpaid dividends (if any) payable to such Investor pursuant to this Section 4(b)(2), in which case any Purchase Warrants (as defined in the Weston Presidio Purchase Agreement) issued to such Investor at the Fourth Closing or the Fifth Closing (as such terms are defined in the Weston Presidio Purchase Agreement) shall be cancelled, or (ii) waiving all accrued and unpaid dividends (if any) payable to such Investor pursuant to this Section 4(b)(2), in which case any Purchase Warrants issued to such Investor at such Closings shall become exercisable pursuant to the terms thereof.
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Class C Preferred Stock. Not less than 90 days prior to the Closing Date, Bancshares shall provide notice of the redemption of the Bancshares Class C Preferred Stock as a result of the Merger to each holder thereof (each, a “Class C Holder”) in accordance with the terms and conditions of Bancshares Charter Documents. In addition to delivery of such notice, Bancshares shall advise each Class C Holder of their right to convert the Bancshares Class C Preferred Stock into Bancshares Common Stock. To the extent that any Class C Holder does not elect to convert such Bancshares Class C Preferred Stock to Bancshares Common Stock, Bancshares shall redeem shares of Bancshares Class C Preferred Stock in accordance with the Bancshares Charter Documents, subject to receiving prior regulatory approval from the applicable bank regulatory agencies. Valley may, but shall not be required to, fund the redemption of the Bancshares Class C Preferred Stock. The method of funding such redemption shall be mutually agreed to by Valley and Bancshares subject to any regulatory requirements.
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Class C Preferred Stock. Each share of Class C Preferred Stock shall be (1) mandatorily and automatically converted into a number of shares of Common Stock (a) upon the issuance of the Class C Preferred Stock if the Qualified Public Offering Threshold has been achieved and consummated or is achieved and consummated simultaneously with such issuance or (b) on the date on which the Qualified Public Offering Threshold is achieved and consummated or (2) convertible at any time at the option of the holder into a number of shares of Common Stock, in each case, equal to (the “Class C Conversion Price”) the lesser of (i) US$0.50 per share of Common Stock or (ii) a price per share of Common Stock equal to a 10% discount to the five-day Market Price3 per US$1.00 of Liquidation Preference at the time of such conversion (including accumulated and unpaid dividends to the date of such conversion), as may be adjusted pursuant to the terms of the Option Agreement; provided that the price per share shall not in any case be less than US$0.15. In lieu of delivering fractions of shares of Common Stock, the Company shall have the option to pay a cash
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Related to Class C Preferred Stock

  • Series A Preferred Stock The Series A Preferred Stock shall have the following rights, preferences and limitations: i. The Series A Preferred Stock shall have a liquidation preference of $100 per share or an aggregate liquidation preference of $6.4 million. The liquidation preference shall be senior to all other securities of the Company including the Series B, C and D Preferred Stock described below and the Common Stock. ii. The Series A Preferred Stock shall not have specified dividends but shall be entitled to participate on an as-converted basis in any dividends paid on the Common Stock of the Company or the Series B, C or D Preferred Stock. iii. The Series A Preferred Stock shall not be subject to mandatory redemption at the election of the Investors but shall be subject to redemption at a redemption price of $100 per share by the Company at any time on or after ten (10) years after the original date of issuance. iv. The Series A Preferred Stock shall be convertible into shares of Common Stock at a conversion price of $1.00 per share. Each share of Series A Preferred Stock shall be initially convertible into 100 shares of Common Stock based on the $100 liquidation preferential amount thereof. The conversion price and number of shares will be subject to customary anti-dilution adjustments for stock splits, share dividends, recapitalizations, stock issuances, etc., with the anti-dilution adjustment for the issuance of shares at less than the conversion price being determined on the "weighted average method." v. Subject to the provisions of Section 3A hereof, the Series A Preferred Stock, voting as a single class, shall be entitled to elect a majority (4) of the Board of Directors. On all other matters, the holders of the Series A Preferred Stock shall vote together with the holders of the Common Stock and the Series B, C and D Preferred Stock and shall be entitled to cast one vote for each share of Common Stock into which the Series A Preferred Stock is convertible. vi. The approval of the Series A Preferred Stock, voting as a separate class, shall be required for the issuance of any securities having liquidation or other rights senior or superior or equal in any respect to the rights of the Series A Preferred Stock.

  • Series B Preferred Stock 1 Shares.......................................................................1

  • Preferred Stock The Board of Directors of the Corporation is authorized, subject to limitations prescribed by law and the provisions of this Paragraph FOURTH, to provide for the issuance of the shares of Preferred Stock in series, and to establish from time to time the number of shares included in each such series, but not below the number of shares then issued, and to fix the designation, powers, preferences, and relative rights of the shares of each such series and the qualifications, or restrictions thereof. The authority of the Board of Directors with respect to each shall include, but not be limited to, determination of the following: (a) The number of shares constituting that series and the distinctive designation of that series; (b) The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payments of dividends on shares of that series; (c) Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; (d) Whether that series shall have conversion privileges, and, if so, the terms and conditions of such conversion, including provisions for adjustment of the conversion rate in such events as the Board of Directors shall determine; (e) Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different rates; (f) Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund; (g) The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and (h) Any other relative rights, preferences and limitations of that series. FIFTH: The name and mailing address of the incorporator is as follows: P▇▇▇▇ ▇▇▇▇ D▇▇▇▇▇▇▇▇ & P▇▇▇▇▇▇▇ 9▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ SIXTH: The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation and for the purpose of creating, defining, limiting and regulating the powers of the Corporation and its directors and stockholders: (a) The number of directors of the Corporation shall be fixed and may be altered from time to time in the manner provided in the By-Laws, and vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled, and directors maybe removed, as provided in the By-Laws. (b) The election of directors may be conducted in any manner approved by the stockholders at the time when the election is held and need not be by written ballot. (c) All corporate powers and authority of the Corporation (except as at the time otherwise provided by law, by this Certificate of Incorporation or by the By-Laws) shall be vested in and exercised by the Board of Directors. (d) The Board of Directors shall have the power without the assent or vote of the stockholders to adopt, amend, alter or repeal the By-Laws of the Corporation, except to the extent that the By-Laws or this Certificate of Incorporation otherwise provide. (e) The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented. Neither the amendment or repeal of this section nor the adoption of any provision of this Certificate of Incorporation inconsistent with this section shall adversely affect any right or protection of a director of the Corporation existing at the time of such amendment, repeal or adoption. (f) The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, or by any successor thereto, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matters referred to in or covered by said section. The Corporation shall advance expenses to the fullest extent permitted by said Section. Such right to indemnification and advancement of expenses shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any By-Law, agreement, vote of stockholders or disinterested directors or otherwise.

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.