Target Preferred Stock Clause Samples
The Target Preferred Stock clause defines the terms and conditions governing the preferred shares issued by the target company in a transaction. This clause typically outlines the rights, preferences, and privileges attached to the preferred stock, such as dividend rates, liquidation preferences, conversion rights, and voting powers. For example, it may specify that preferred shareholders receive dividends before common shareholders or have the right to convert their shares into common stock under certain conditions. The core function of this clause is to ensure clarity and certainty regarding the treatment of preferred stockholders, thereby protecting their interests and reducing the risk of disputes during or after the transaction.
Target Preferred Stock. Target has paid all accrued and payable dividends on the Target Preferred Stock pursuant to the terms of the Target Preferred Stock through the date hereof.
Target Preferred Stock. Target shall cause the Target ---------------------- Preferred Stock to convert into Target Common Stock in accordance with the Target Articles of Incorporation immediately prior to the Effective Time.
Target Preferred Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Target or the holders of any Target Capital Stock, each share of Target Preferred Stock issued and outstanding immediately prior to the Effective Time following the conversion of the Series C Preferred Stock and Series C Prime Preferred Stock into shares of Target Common Stock (but excluding any Dissenting Shares), shall be cancelled and converted into the right to receive (without interest):
(i) For each share of Series B Preferred Stock, Series B-1 Preferred Stock, Series B Prime Preferred Stock and Series B-1 Prime Preferred Stock: (A) an amount of cash equal to the Series B Per Share Amount and (B) any cash to be released from the Escrow Consideration or Expense Fund Amount in respect of such share of Series B Preferred Stock, Series B-1 Preferred Stock, Series B Prime Preferred Stock and Series B-1 Prime Preferred Stock in accordance with Section 9, if, as and when such release is required to be made.
(ii) For each share of Series A Preferred Stock and Series A Prime Preferred Stock: (A) an amount of cash equal to the Series A Per Share Amount and (B) any cash to be released from the Escrow Consideration or Expense Fund Amount in respect of such share of Series A Preferred Stock and Series A Prime Preferred Stock in accordance with Section 9, if, as and when such release is required to be made.
(iii) For each share of Series A-1 Preferred Stock and Series A-1 Prime Preferred Stock: (A) an amount of cash equal to the Series A-1 Per Share Amount and (B) any cash to be released from the Escrow Consideration or Expense Fund Amount in respect of such share of Series A-1 Preferred Stock and Series A-1 Prime Preferred Stock in accordance with Section 9, if, as and when such release is required to be made.
(iv) At the Effective Time, there will be no shares of Series C Preferred Stock, Series C Prime Preferred Stock, Series A Second Preferred Stock, Series A-1 Second Preferred Stock, Series B Second Preferred Stock, Series B-1 Second Preferred Stock or Series C Second Preferred Stock outstanding, therefore no portion of the Merger Consideration will be allocated to such shares.
Target Preferred Stock. A total of 1,025,000,000 authorized shares of preferred stock of Target, $0.0001 par value per share, consisting of (i) 18,544,000 shares designated as Series A Preferred Stock, 18,384,000 of which are issued and outstanding, (ii) 956,000 shares designated as Series B Preferred Stock, 161,371 of which are issued and outstanding, (iii) 14,000,000 Table of Contents shares designated as Series B-1 Preferred Stock, 13,842,062 of which are issued and outstanding, (iv) 5,500,000 shares designated as Series B-2 Preferred Stock, 5,344,195 of which are issued and outstanding, (v) 41,000,000 shares designated as Series C Preferred Stock, 39,761,309 of which are issued and outstanding, (vi) 44,000,000 shares designated as Series D Preferred Stock, 43,648,608 of which are issued and outstanding, (vii) 81,000,000 shares designated as Series E Preferred Stock, 53,462,370 of which are issued and outstanding, and (viii) 140,000,000 shares designated as Series F Preferred Stock, 131,143,992 of which are issued and outstanding.
Target Preferred Stock. Each share of Target Preferred Stock issued and outstanding immediately prior to the Closing Date shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the following:
(i) the right to receive Three Dollars and Fifty-Eight Cents ($3.58) per share of Target Preferred Stock, the aggregate amount of which is set forth across from the name of each holder of Target Preferred Stock on Exhibit B; and
(ii) the right to receive Twenty-Five Cents ($0.25) per share of Target Preferred Stock pursuant to the terms of the Escrow Agreement, the aggregate amount of which is set forth across the name of each holder of Target Preferred Stock on Exhibit B.
Target Preferred Stock. Each issued and outstanding share of Target Preferred Stock (other than shares canceled in accordance with Section 2.1(b) and Dissenting Shares as defined in Section 2.1(e)) shall be converted into the right to receive that number of shares of fully paid and nonassessable Buyer Common Stock equal to the quotient obtained by dividing (A) the Pool of Shares (as defined below) for such share's series, by (B) the total number of then issued and outstanding shares of Target Preferred Stock in such series and the number of shares of such series subject to then outstanding warrants, with the quotient thereby obtained carried to seven (7) decimal places. The foregoing conversion ratios shall be subject to the Post-Closing Adjustment (as defined in Section 2.4(a)) and to adjustment to reflect any stock split or stock dividend with respect to such series of Target Preferred Stock effected between the date of this Agreement and the Effective Time.
Target Preferred Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Target or the holders of any Target Capital Stock, each share of Target Preferred Stock issued and outstanding immediately prior to the Effective Time (but excluding any Dissenting Shares), shall be cancelled and converted into the right to receive an amount of cash (without interest) equal to (i) the applicable Per Share Amount for such share of Target Preferred Stock as set forth in the Payment Schedule, less the Per Share Escrow Amount in respect of such share and the Per Share Expense Amount in respect of such share, and (ii) any amount to be disbursed from the Escrow Consideration or the Expense Fund Amount in respect of such share of Target Preferred Stock in accordance with Section 9, if, as and when such release is required to be made.
Target Preferred Stock. Target shall take all actions necessary to enable the conversion as of the Effective Time of all of Target’s outstanding Series C Preferred Stock in accordance with the terms thereof and the documents and agreements related thereto.
Target Preferred Stock. Except as set forth in § 3(e) and subject to the terms and conditions of this Agreement, in exchange for Certificates and/or affidavits representing all of its outstanding Target Preferred Stock (other than Dissenting Shares) delivered to the Exchange Agent pursuant to this Agreement, each Target Preferred Stockholder shall be entitled to receive an amount in cash equal to the Per Share Merger Consideration multiplied by the number of shares of Target Common Stock issuable upon conversion of each share of Target Preferred Stock owned by such Target Preferred Stockholder as reflected in the capitalization table attached hereto as Exhibit D. Pursuant to § 2(e)(ii), Parent shall transfer via wire transfer in immediately available funds the Exchange Amount to a single account specified in writing by the Exchange Agent. The Target Preferred Stockholder Merger Consideration shall be payable from the Exchange Amount following the Effective Time by the Exchange Agent to the Target Preferred Stockholders (other than Dissenting Stockholders) pursuant to the terms of this Agreement. For all purposes of this § 3(d)(ii), the holder of a Target Preferred Warrant shall be treated as a Target Preferred Stockholder (assuming a net exercise of such Target Preferred Warrant and the conversion of such shares of Target Preferred Stock into shares of Target Common Stock).
Target Preferred Stock. The Target Stockholder holds of record the number of shares of Target Preferred Stock set forth next to his or its name on the Annex.