The Certificate of Designations Sample Clauses

The Certificate of Designations is a legal document that outlines the specific rights, preferences, and limitations of a particular class or series of shares within a corporation, often preferred stock. It details aspects such as dividend rights, voting powers, conversion privileges, and liquidation preferences that distinguish these shares from common stock. By formally recording these terms with the relevant state authority, the clause ensures that both the company and its shareholders have a clear, enforceable understanding of the unique features of the designated shares, thereby preventing disputes and providing certainty regarding shareholder rights.
The Certificate of Designations. The Certificate of Designations has been duly authorized by the Company and, when duly executed and delivered in accordance with its terms by the Company and filed with the Secretary of State of the State of Delaware, will constitute a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms; and upon the filing of the Certificate of Designations with the Secretary of State of the State of Delaware pursuant to Section 4(l) prior to the Closing the Certificate of Designations will be in full force and effect, enforceable against the Company in accordance with its terms.
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The Certificate of Designations for the Preferred Stock shall state that the total number of authorized shares of Preferred Stock shall be 3,520.
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The Certificate of Designations. The Certificate of Designations has been duly authorized by the Company and will be filed with the Secretary of State of the State of Oregon on or before the Closing Date.
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The Certificate of Designations. The Certificate of Designations, the proposed form of which has been furnished to you, has been duly authorized by the Company and will have been duly executed and delivered by the Company and duly filed with the Secretary of the State of Delaware on or prior to the Closing Date. The holders of the Shares will have the rights set forth in the Certificate of Designations upon filing of the Certificate of Designations with the Secretary of State of Delaware.
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Related to The Certificate of Designations

  • Certificate of Designations The Certificate of Designations shall have been filed with the Secretary of State of the State of Delaware.

  • Certificate of Designation The Certificate of Designation shall have been duly filed with the Secretary of State of the State of Delaware.

  • Filing of Certificate of Designation The Certificate of Designation shall have been filed with the Secretary of State of the State of Delaware.

  • Effect of Designation (i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

  • Series Designation The Series Designation establishing a Series may: (i) specify a name or names under which the business and affairs of such Series may be conducted; (ii) designate, fix and determine the relative rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of Interests of such Series and the Members associated therewith (to the extent such terms differ from those set forth in this Agreement) and (iii) designate or authorize the designation of specific Officers to be associated with such Series. A Series Designation (or any resolution of the Managing Member amending any Series Designation) shall be effective when a duly executed original of the same is included by the Managing Member among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement (it being understood and agreed that, upon such effective date, the Series described in such Series Designation shall be deemed to have been established and the Interests of such Series shall be deemed to have been authorized in accordance with the provisions thereof). The Series Designation establishing a Series may set forth specific provisions governing the rights of such Series against a Member associated with such Series who fails to comply with the applicable provisions of this Agreement (including, for the avoidance of doubt, the applicable provisions of such Series Designation). In the event of a conflict between the terms and conditions of this Agreement and a Series Designation, the terms and conditions of the Series Designation shall prevail.