Exchange of Preferred Stock for Common Stock Clause Samples

Exchange of Preferred Stock for Common Stock a. Notwithstanding anything to the contrary in the Certificate of Designations, in the event (i) the Company announces a mandatory conversion of any shares of Preferred Stock held by a TRT Holder on the relevant Mandatory Conversion Date in accordance with, and subject to the terms of, the Certificate of Designations (including but not limited to the terms, conditions, limitations and other provisions of Section 8 thereof) or (ii) a TRT Holder provides written notice of its election to convert any shares of Preferred Stock held by such TRT Holder on the relevant Conversion Date in accordance with, and subject to the terms of, the Certificate of Designations (including but not limited to the terms, conditions, limitations and other provisions of Sections 7 and 9(b) thereof), the Company and such TRT Holder agree to exchange the number of Conversion Shares (as defined below) set forth in Section 2(b) for such shares of Preferred Stock (such shares of Preferred Stock, the “Exchanged Shares”). b. On each Conversion Date or Mandatory Conversion Date (each such date, or such other date as may be mutually agreed by the parties, an “Exchange Closing Date”), the Company shall deliver to the applicable TRT Holder in respect of each applicable Exchanged Share, a number of shares (the “Conversion Shares”) of Common Stock equal to (i) the Conversion Rate plus (ii) the amount of any accumulated and unpaid dividends on such Exchanged Share through the Exchange Closing Date (including dividends accrued and unpaid on previously unpaid dividends), whether or not declared, divided by the Conversion Price (together with a cash payment in lieu of any fractional share); provided that the amount of Conversion Shares and cash deliverable pursuant to this Section 2(b) shall be reduced by the amount of Common Stock and cash, if any, delivered to such TRT Holder in respect of such Exchanged Shares pursuant to the Certificate of Designations, regardless of whether such delivery was permitted under the terms of the Certificate of Designations. c. On each Exchange Closing Date, the applicable TRT Holder shall effect by book entry transfer, in accordance with the procedures of The Depository Trust Company, the delivery to the Company of the applicable Exchanged Shares. The parties hereto acknowledge and agree that, upon any TRT Holder’s receipt of any Conversion Shares, such TRT Holder shall be deemed to have irrevocably waived any and all rights with respect to the applicable Exchanged...
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Exchange of Preferred Stock for Common Stock. After the date hereof and prior to the Closing Date, the Company will issue shares of Common Stock to Comcast Financial in exchange for all of the outstanding shares of Preferred Stock. Immediately following such exchange and as of the Closing Date, no shares of Preferred Stock will be outstanding.
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Exchange of Preferred Stock for Common Stock 
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Related to Exchange of Preferred Stock for Common Stock

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

  • 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.

  • Issuance of Preferred Stock Prior to the Termination Date, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • Common Stock 1 Company........................................................................1

  • Valid Issuance of Preferred and Common Stock The Shares being purchased by the Investors hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws. The Conversion Shares have been duly and validly reserved for issuance and, upon issuance in accordance with the terms of the Restated Certificate, will be duly and validly issued, fully paid, and nonassessable and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and the Ancillary Agreements and under applicable state and federal securities laws.