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on parity with any class or series of our capital stock thereafter created specifically ranking by its terms on
parity with the Series B preferred;
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junior to any class or series of our capital stock hereafter created specifically ranking by its terms senior to
the Series B preferred;
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in each case, as to distributions of assets upon our liquidation, dissolution or winding up whether voluntarily
or involuntarily.
Conversion. Each share of the Series B preferred is convertible into 1,000 shares of our common stock (subject to adjustment as
provided in the related certificate of designation of preferences) at any time at the option of the holder, provided that the holder will be prohibited from converting the Series B preferred into shares of our common stock if, as a result of the
conversion, the holder, together with its affiliates, would own more than 4.99% of the total number of shares of our common stock then issued and outstanding; provided, however, that a holder may, upon written notice to us, elect to increase or
decrease the beneficial ownership limitation, with any increase to be effective only after 61 days from delivery of the notice.
Liquidation
Preference. In the event of our liquidation, dissolution, or winding up, holders of the Series B preferred will receive a payment equal to the amount that would be paid on the common stock underlying the Series B Preferred, determined on an as-converted basis.
Voting Rights. The shares of Series B preferred generally have no voting
rights, except as required by law and except that the consent of holders of a majority of the outstanding Series B preferred will be required to amend the terms of the Series B preferred.
Dividends. The shares of Series B preferred are not be entitled to receive any dividends, except to the extent that dividends are paid on our common
stock, in which case the holders of the Series B preferred will be entitled to participate in the dividends on an as-converted basis.
Redemption. We are not obligated to redeem or repurchase any shares of Series B preferred. The shares of Series B preferred are not otherwise entitled
to any redemption rights, or mandatory sinking fund or analogous fund provisions.
Fundamental Transaction. If a Fundamental Transaction (as
defined below) occurs while any of the Series B preferred is outstanding, then upon any subsequent conversion of the Series B preferred, the holders will have the right to receive, in lieu of the right to receive the shares of our common stock that
would have been issuable upon the conversion immediately prior to the occurrence of the Fundamental Transaction, the same kind and amount of securities, cash or property as the holder would have been entitled to receive upon the occurrence of the
Fundamental Transaction if it had been, immediately prior to the Fundamental Transaction, the holder of the number of our common stock into which the Series B preferred would have been convertible. If holders of our common stock are given a choice
as to the securities, cash or property to be received in a Fundamental Transaction, then the holder of the Series B preferred will be given the same choice as to the consideration it receives upon any conversion of the Series B preferred following
the Fundamental Transaction.
Fundamental Transaction means, as more particularly defined in the certificate of designation of preferences,
rights and limitations of Series B preferred filed as an exhibit to the registration statement of which this prospectus forms a part, (A) we effect any merger or consolidation with or into another person (other than a merger in which we are the
surviving or continuing entity and our common stock is not exchanged for or converted into other securities, cash or property), (B) we effect any sale, assignment, transfer or conveyance of all or substantially all of our properties or assets in one
transaction or a series of related transactions, (C) any tender offer or exchange offer (whether by us or another person) is completed pursuant to which more than 50% of the common stock not held by us or the person is exchanged for or
converted into other securities, cash or property, (D) we consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization,
recapitalization, spin-off or scheme of arrangement) with one or more persons whereby all of these persons, individually or in the aggregate, acquire, either (x) at least 50% of our outstanding
shares of common stock, (y) at least 50% of our outstanding shares of common stock calculated as if any shares of common stock held by all the persons making or party to, or affiliated with any person making or party to, the stock purchase
agreement or other business combination were not outstanding; or (z) the number of shares of common stock such that the persons become collectively the beneficial owners (as defined in
Rule 13d-3 under the Exchange Act) of at least 50% of the outstanding shares of common stock, (E) we effect any reorganization, recapitalization or reclassification of our common stock or any
compulsory share exchange pursuant (other than as a result of specified dividends, subdivisions or combinations) to which our common stock is effectively converted into or exchanged for other securities, cash or property, or (F) we, in one or
more related transactions, allow any person or persons individually or in the aggregate to be or become the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, whether through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding shares of common stock, merger, consolidation, business combination, reorganization,
recapitalization, spin-off, scheme of arrangement, reorganization, recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate
ordinary voting power represented by issued and outstanding shares of common stock, (y) at least 50% of the aggregate ordinary voting power represented by issued and outstanding shares of common stock not held by all of these persons calculated
as if any shares of common stock held by all of these persons were not outstanding, or (z) a percentage of the aggregate
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