Preferred Stock Terms Sample Clauses

Preferred Stock Terms. The terms of the Series A Preferred Stock of NGH as set forth on Exhibit B to the Agreement are hereby amended and restated in the form of Schedule A to this Amendment. NGH agrees to take all necessary actions to file such amended and restated Preferred Stock terms promptly with the Secretary of State of Delaware. Notwithstanding the provisions of the Preferred Stock terms attached to this Amendment, JM agrees that he will not convert the shares of Series A Preferred Stock held by him into shares of Common Stock of NGH until the filing in Delaware of an amendment to the Restated Certificate of Incorporation of NGH providing for an increase in the number of authorized shares of Common Stock of NGH in order to permit the conversion of all outstanding shares of Series A Preferred Stock into Common Stock of NGH.

Preferred Stock Terms. Following the Initial Closing and in preparation for the possibility of the Preferred Stock Issuance Event, the Company and the Investor shall cooperate in good faith to prepare a mutually agreeable certificate of designations authorizing the issuance of the Series F Preferred Stock and setting forth the terms thereof. Such certificate of designations shall be agreed to by both parties and completed as soon as possible following the Initial Closing but in no event later than the date of the Special Meeting.

Preferred Stock Terms. For the avoidance of doubt, the Administrative Agent acknowledges and agrees that the terms of the Series E Preferred Stock and the Series F Preferred Stock (in each case, as defined in Section 3 above and as in effect on the Effective Date and as amended thereafter in a manner not materially adverse to the Administrative Agent or the Lenders) are reasonably acceptable to the Administrative Agent for purposes of clause (b)(B)(iii) of the definition of “Maturity Date” in the Credit Agreement (as in effect prior to the Borrowing Base and Amendment Effective Date).

Preferred Stock Terms. Section 2.4

Preferred Stock Terms. This non-binding term sheet is being provided in connection with that certain Subscription and Stock Purchase Agreement, dated as of September 4, 2019 (the “Purchase Agreement”), by and among OncoCyte Corporation, a California corporation (“Buyer”), Razor Genomics Inc., a Delaware corporation (the “Company”), and Encore Clinical, Inc., a Delaware corporation (“Parent”), and describes the general terms upon which Buyer, the Company and Parent intend to negotiate the terms of the Preferred Stock as set forth in the Amended Certificate referred to in the Purchase Agreement. This term sheet is non- binding and does not purport to summarize all of the terms and conditions which would be contained in the definitive legal documentation for the Amended Certificate. Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Purchase Agreement. Issuer: Razor Genomics Inc. (the “Company”).

Preferred Stock Terms. Each one one-hundredth of a share of Preferred Stock, if issued: • will not be redeemable; • has specified anti-dilution protections; • will entitle holders to certain dividend and liquidation payments; • will generally have the same voting power as one share of Common Stock; and • if shares of Common Stock are exchanged via merger, consolidation, or a similar transaction, will entitle holders to a per share payment equal to the payment made on one share of Common Stock. Because of the nature of the dividend, liquidation and voting rights of the Preferred Stock, the value of the one one-hundredth interest in a share of Preferred Stock purchasable upon exercise of each Right should approximate the value of one share of Common Stock. Each share of Preferred Stock will be entitled, when, as and if declared, to a minimum preferential quarterly dividend payment of the greater of (a) $1.00 per share and (b) an amount equal to 100 times the dividend declared per share of Common Stock since the last dividend payment date. In the event of liquidation, dissolution or winding up of the Company, the holders of the Preferred Stock will be entitled to (x) a minimum preferential liquidation payment of $100 per share (plus any accrued but unpaid dividends), provided holders will be entitled to receive an aggregate payment equal to 100 times the payment to be distributed per share of Common Stock or (y) an aggregate payment equal to the distribution made to shares of stock ranking on a parity basis with the Preferred Stock. Each share of Preferred Stock will entitle the holder to 100 votes, voting together with the Common Stock on all matters the Common Stock is entitled to vote. Finally, in the event of any merger, consolidation or other transaction in which shares of Common Stock are converted or exchanged, each share of Preferred Stock will be entitled to receive 100 times the amount received per share of Common Stock.

Preferred Stock Terms. Issuer [Lighthouse] (“Issuer”) Securities Offered [·] shares of Cumulative Preferred Stock, Series A, $1.00 par value per share (the “Preferred Stock” and each share, a “share”). Each holder of Preferred Stock will be entitled to all the rights and preferences of the Preferred Stock represented thereby (including dividend, voting, redemption and liquidation rights). Issue Date [·] Liquidation Preference $[·] per share (the “liquidation amount”) Final Redemption Date [·]6 Dividend Payment Dates Each [January 15], [April 15], [July 15] and [October 15], commencing [·], subject to adjustment in the case of any such date that falls on a day that is not a business day. Dividends Dividends on the Preferred Stock will accrue on the liquidation amount and be payable on each dividend payment date at an annual rate equal to the 5 year treasury as of the Issue Date plus 450 basis points. In no case shall the yield on the preferred stock be less than 4.5% or exceed maximum amounts allowable under Applicable Law. At the Final Redemption Date and each 5 year anniversary thereafter (the “Reset Date”), the yield will reset for the subsequent 5 year period. At any Reset Date, the yield will be equal to the 5 year treasury as the Reset Date, plus 450 basis points. In no case shall the yield on the preferred stock at any Reset Date be less than 6.0%. Optional Redemption by Issuer Shares may be redeemed, in whole or in part, at the option of Issuer any time prior to the Final Redemption Date at a redemption price per share equal to the liquidation amount, plus any accrued but unpaid dividends.