Exchange of Series B Preferred Clause Samples

The Exchange of Series B Preferred clause defines the terms and conditions under which holders of Series B Preferred shares may convert or exchange their shares for another class of securities, typically common stock or another preferred series. This clause outlines the specific exchange ratio, any required procedures or notices, and any limitations or conditions that must be met for the exchange to occur. By establishing a clear mechanism for conversion, the clause provides flexibility for investors and the company, facilitating future financing or exit strategies while ensuring all parties understand their rights and obligations regarding the exchange process.
Exchange of Series B Preferred. Holders of all outstanding Series B Preferred of the Company shall have agreed to surrender or to exchange all outstanding Series B Preferred at or prior to the Closing Date.
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Exchange of Series B Preferred. At or before the Closing of the Merger Agreement, the Holder and each other holder of outstanding Series B Preferred shall exchange all Series B Preferred then held, together with all other dividend rights, conversion rights, voting rights or other rights which may be applicable to the Series B Preferred, for that number of shares of Company common stock set forth on Exhibit A attached hereto and incorporated herein by reference. At or before the Closing of the Merger Agreement, Holder shall deliver to the Company, for exchange, each certificate held by Holder representing Series B Preferred. At the time of exchange, and no later than the Closing of the Merger Agreement, the Company shall cause to be issued one certificate representing the appropriate number of shares of Company common stock as set forth on Exhibit A in exchange for Holder's Series B Preferred and the Series B Preferred shall be canceled.
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Exchange of Series B Preferred. The parties hereto acknowledge and agree that, at and as a condition to Purchasers purchasing the Securities at the Initial Closing, the holder of the Series B Preferred shall enter into the Exchange Agreement, and accordingly be deemed a Purchaser under this Agreement and parties to the other Transaction Documents, and in connection with the Series B Exchange will receive (i) Junior Notes with a principal amount equal to the Series B Exchange Amount and (ii) Note Warrants based on the formula set forth in Section 2.3 hereof. The parties agree that the Series B Exchange Amount shall be deemed to constitute a portion of the Purchase Price for purposes of this Agreement, including, without limitation, Section 2.5 hereof.
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Exchange of Series B Preferred. SHARES FOR SERIES C PREFERRED SHARES. ------------------------------------------------------------------- a. EXCHANGE OF SERIES B PREFERRED SHARES FOR SERIES C PREFERRED ------------------------------------------------------------ SHARES. On the Closing Date (as defined below), (i) the Company shall issue to ------ the Holder a number of Series C Preferred Shares equal to the number of outstanding Series B Preferred Shares then held by such holder and (ii) the Holder shall deliver all of the outstanding Series B Preferred Shares then held by such Holder to the Company in exchange for such number of Series C Preferred Shares.
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Exchange of Series B Preferred. Upon the date on which the Federal Reserve informs the Investor that the Federal Reserve will not provide the Federal Reserve Approval until the date that the Series B Preferred Shares no longer remain issued and outstanding, the Investor may from time to time request that the Company exchange the Series B Preferred Shares for one (1) or more promissory notes to be issued by the Company to the Investor in a principal amount that reflects the face value of the Series B Preferred Shares that the Investor desires to exchange and otherwise includes such additional terms and conditions that are consistent with the terms and conditions of the Note (each, an “Exchange Note”). Upon the Company’s receipt of the Investor’s written request that the Company issue an Exchange Note, the Company shall negotiate in good faith with the Investor regarding the terms of an appropriate exchange agreement (the “Exchange Agreement”) and issue the Exchange Note to the Investor upon the Company’s receipt of all necessary consents, approvals or exemptions from the appropriate bank regulatory authorities, including the Federal Reserve and OFIR, required in connection with the transactions contemplated by the Exchange Agreement and the Exchange Note. Upon the Investor’s tender of Series B Preferred Shares and the Company’s issuance of an Exchange Note, each such Exchange Note shall be deemed Purchased Shares and Registrable Securities for all purposes of this Agreement.
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Exchange of Series B Preferred. The Borrower shall have ------------------------------ filed a new certificate of designation with respect to the Borrower's Series C Preferred Stock, and the Holders shall have received their shares of Series C Preferred in exchange for their shares of Series B Preferred, as contemplated by the Exchange Agreement.
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Related to Exchange of Series B Preferred

  • 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.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • 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.

  • 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.