Series A Preferred Sample Clauses
The 'Series A Preferred' clause defines the rights, privileges, and preferences granted to investors who purchase Series A Preferred Stock in a company. Typically, this clause outlines features such as liquidation preferences, dividend rights, conversion rights, and voting rights specific to Series A investors, distinguishing them from common shareholders. For example, it may specify that Series A holders receive their investment back before common shareholders in a liquidation event or have the option to convert their shares into common stock under certain conditions. The core function of this clause is to protect the interests of early-stage investors by providing them with enhanced rights and priority over other shareholders, thereby making the investment more attractive and managing risk.
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Series A Preferred. Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the “current per share market price” of the Series A Preferred shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Series A Preferred cannot be determined in the manner described in Section 11.4.1, the “current per share market price” of the Series A Preferred shall be conclusively deemed to be an amount equal to 1,000 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock occurring after the date of this Agreement) multiplied by the current per share market price of the Common Stock (as determined pursuant to Section 11.4.1). If neither the Common Stock nor the Series A Preferred are publicly held or so listed or traded, or if on any such date neither the Common Stock nor the Series A Preferred are so quoted and no such market maker is making a market in either the Common Stock or the Series A Preferred, “current per share market price” of the Series A Preferred shall mean the fair value per share as determined in good faith by the Board, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the “current per share market price” of one one-thousandth of a share of Series A Preferred shall be equal to the “current per share market price” of one share of Series A Preferred divided by 1,000.
Series A Preferred. At the Series A Closing, the Company will issue to each Purchaser a certificate or certificates registered in such Purchaser's name as set forth on the Schedule of Purchasers attached hereto as Exhibit A, representing the number of shares of Series A Preferred set forth opposite such Purchaser's name on such Schedule of Purchasers against payment of the purchase price therefor. Such payment shall be by check or wire transfer payable to the Company or by the cancellation of outstanding indebtedness.
Series A Preferred. A class of Preferred Stock is hereby created with the designations, powers, preferences and rights set forth herein. The Corporation is authorized to issue a class of Preferred Stock designated as Series A Preferred Stock consisting of _______ shares (the "Series A Preferred").
Series A Preferred. Shares of the Company’s Series A Preferred Stock with a liquidation preference of $25.00 per share.
Series A Preferred. The Company shall send, not later than three (3) Business Days after the Closing Date, a notice to all holders of record of shares of Series A Preferred Stock relating to the adjustment of the conversion price for the Series A Preferred Stock that complies with Section 5(j) of the Certificate of Designations of the Series A Preferred Stock.
Series A Preferred. Each holder of shares of Series A Preferred shall be entitled to one (1) vote for each whole share of Common Stock into which such shares of Series A Preferred could be converted pursuant to the provisions of Section 5.1 on the record date for the determination of stockholders entitled to vote on such matters or, if no such record date is established, on the date such vote is taken or any written consent of the stockholders is solicited.
Series A Preferred. The Series A Preferred Stock shall not be convertible into Common Stock. Parent, in its sole discretion, may cause the Company to pay special cash dividends to any Parent Party, provided, that any such dividend is credited against the annual 10% dividend on the Series A Preferred payable to Parent.
Series A Preferred. TSIH shall, immediately upon the Closing, designate 6,000,000 shares and offer for sale up to 5,000,000 shares of its Series A Preferred which shall have the rights, privileges and restrictions as set forth in the Certificate of Designation attached hereto as Exhibit B.
(a) TSIH shall, immediately upon designation, issue 200,000 shares of Series A Preferred to DCEC as part of the consideration specified in Section 1.3 above.
(b) TSIH shall enter into an agreement in the form of Exhibit C attached hereto with Sunset Financial Services for the private placement of the Series A Preferred shares in a placement that qualifies under Rule 506 of Regulation D as promulgated under the Securities Act of 1933 as amended ("SECURITIES ACT"). If at least 2,000,000 shares of Series A Preferred are sold, TSIH shall investigate and, to the extent deemed practical, shall pursue patent application on a global basis for the patent protection of the Dyna-Cam Engine and its derivatives. If at least 4,000,000 shares of Series A Preferred are sold, TSIH shall pay in full that certain SBA Loan in the approximate amount of $324,500.
Series A Preferred. The holders of the Series A Preferred shall be entitled to be paid first out of the assets of the Corporation available for distribution to holders of its capital stock an amount equal to the sum of (i) the product of the Per Share Purchase Price multiplied by the number of shares of Series A Preferred then outstanding, plus (ii) all accrued but unpaid dividends and interest then owed (calculated through the date of Liquidation), prior to any distribution to the holders of any other Junior Stock. If the proceeds from a Liquidation are not sufficient to pay to the holders of Series A Preferred the full preference amount set forth above, then such holders shall instead be entitled to receive the entire assets and funds of the Corporation legally available for distribution to the holders of capital stock, which assets and funds shall be distributed ratably among the holders of the Series A Preferred based on the number of shares of Series A Preferred held by each holder bears to the total number of Series A Preferred held by all such holders.
Series A Preferred. All outstanding shares of Series A Preferred shall have been redeemed and the Certificates representing such shares have been canceled.