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Preferred Stock Designation

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					This is a certificate of designation for a series of preferred stock of a corporation. This
document lays out what a preferred stock is, its par value, its preference (which stocks
are junior and senior), its dividends, the voting rights, the liquidation and redemption
rights. Numerous standard provisions are contained in this document as well as
opportunities to allow for customization to address the specific needs of the corporation.
This should be used by a corporation when issuing a series of preferred stock.
 Certificate of Designation: Preferred Stock of __________ [Insert: Name of Corporation]

__________ [Insert: Name of Corporation] (the “Corporation”), a corporation organized and
existing pursuant to the laws of the State of __________ [Insert: Name of State], certifies that
pursuant to authority conferred upon it by the Board of Directors of the Corporation, and
pursuant to the provisions of Section __________ [Insert: Section Number] of __________
[Insert: Code Name], a special committee of the Board of Directors (the “Pricing Committee”),
at a meeting held on __________ [Insert: Date], adopted the following resolution:

RESOLVED, that pursuant to authority expressly vested in the Board of Directors (“Board”) of
the Corporation by its Articles of Incorporation, as amended or restated, and in the Pricing
Committee by the Board, the Pricing Committee provides for the issue of a series of the
Corporation’s Preferred Stock, with a par value of __________ Dollars ($____) [Insert:
Amount] per share, to be designated as “Series __ [Insert: Series Letter] Preferred Stock”.

The relative rights, preferences, powers qualifications, limitations and restrictions granted to or
imposed upon the Preferred Stock or its holders will be as follows:

    1. Designation; Number of Shares. The designation of this series of preferred stock will be
“Series __ [Insert: Series Letter] Preferred Stock” (the “Preferred Stock”) and the number of
shares of the Preferred Stock authorized hereunder will be __________ (____) [Insert: Amount]
shares.

   2. Dividends.

        A. So long as any shares of Preferred Stock will be outstanding, the holders of the
Preferred Stock will be entitled to receive preferential dividends in the amount of __________
Dollars ($____) [Insert: Amount] per year per share and no more, payable quarterly on the first
business day of each January, April, July and October (each date being called a “Dividend
Payment Date”), commencing __________ [Insert: Date], with respect to the quarterly dividend
period (or portion of it) ending on the day preceding the respective Dividend Payment Date,
fixed for that purpose by the Board in advance of payment of each particular dividend. Dividends
payable on or prior to the fifth anniversary of the Original Issue Date may be paid in shares of
Preferred Stock (which may include fractional shares if necessary) at a rate of one share for each
__________ Dollars ($____) [Insert: Amount] of the amount of dividend payable. Dividends
payable after the fifth anniversary of the Closing Date must be paid in cash out of any funds
legally available for them. Accumulated and unpaid dividends on the Preferred Stock will not
bear interest.

        B. Provided that any shares of Preferred Stock remain outstanding, the Corporation may
not declare or pay any dividend, make a distribution, or purchase, acquire, redeem, or set aside or
make monies available for a sinking fund for the purchase or redemption of, any shares of stock
of the Corporation ranking junior to the Preferred Stock with respect to the payment of dividends
or the distribution of assets on liquidation, dissolution or winding up of the Corporation
including all classes of the Common Stock, par value __________ Dollars ($____) [Insert:
Amount] per share (the “Common Stock”) of the Corporation (“junior stock”) (other than as a
result of a reclassification of junior stock into another class of junior stock, or the exchange or
conversion of one junior stock for or into another junior stock) unless (i) all dividends with
respect to the Preferred Stock for all past dividend periods have been paid and such dividends for
the current dividend period have been paid or declared and duly provided for, and (ii) all
amounts in respect of the mandatory redemption of Preferred Stock, as further described herein,
have been paid for all prior applicable periods and all amounts in respect of such mandatory
redemption for the current applicable period have been paid or duly provided for. Subject to the
foregoing, and not otherwise, the dividends (payable in cash, stock or otherwise) as may be
determined by the Board may be declared and paid on any junior stock from time to time out of
any funds legally available, and the Preferred Stock will not be entitled to participate in any such
dividends, whether payable in cash, stock or otherwise.

   3. Liquidation Rights.

        A. In the event of any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the holders of Preferred Stock then outstanding are entitled to be paid
out of the assets of the Corporation available for distribution to its shareholders, whether such
assets are capital, surplus or earnings, before any payment or declaration and setting apart for
payment of any amount will be made in respect of any shares of any junior stock with respect to
the payment of dividends or distribution of assets on liquidation, dissolution or winding up of the
Corporation, an amount equal to __________ Dollars ($____) [Insert: Amount] per share plus
all accumulated and unpaid dividends (including a prorated quarterly dividend from the last
Dividend Payment Date to the date of such payment) in respect of any liquidation, dissolution or
winding upon consummated, except that, notwithstanding the provisions hereof, all of
accumulated and unpaid dividends will be paid in cash.

       B. If upon any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the assets to be distributed among the holders of Preferred Stock shall
be insufficient to permit the payment to the shareholders of the full preferential amounts
aforesaid, then the entire assets of the Corporation to be distributed shall be distributed ratably
among the holders of Cumulative Preferred Stock, based on the full preferential amounts for the
number of shares of Preferred Stock held by each holder.

        C. A consolidation or merger of the Corporation with or into any other corporation or
corporations in which the stockholders of the Corporation receive solely capital stock of the
acquiring or surviving corporation (or of the direct or indirect parent corporation of the acquiring
corporation), except for cash in lieu of fractional shares, will not be deemed to be a liquidation,
dissolution, or winding up of the Corporation as those terms are used in this paragraph.

   4. Redemption Rights.

       A. Mandatory Redemption.

           i. The Corporation shall, at the redemption price equal to the sum of __________
Dollars ($____) [Insert: Amount] per share and all accumulated and unpaid dividends per share
(including a prorated quarterly dividend from the last Dividend Payment Date to the applicable
Redemption Date and all Accrued Interest through that date) (the “Redemption Price”), payable
in cash, redeemable from any source of funds legally available therefor, redeem all shares of
Preferred Stock outstanding on earliest to occur of: the __________th [Insert: Number]
anniversary of the date on which the Corporation issues any shares of Preferred Stock (the
“Original Issue Date”) or the date of any sale of the Corporation of all or substantially all of its
assets.

           ii. In the event of a redemption on only a portion of the then outstanding shares of
Preferred Stock, the Corporation will effect the redemption pro rata according to the number of
shares held by each holder of Preferred Stock.

            iii. The Corporation shall provide no less than sixty (60) days written notice prior to
the date fixed for any redemption of the Preferred Stock (the “Redemption Notice”), which
notice will be mailed, postage prepaid, to each holder of record of the Preferred Stock at his the
holder’s address last shown on the records of the Corporation. The Redemption Notice will
state: (a) whether all or less than all the outstanding shares of Preferred Stock are to be redeemed
and the total number of shares of Preferred Stock being redeemed; (b) the number of shares of
Preferred Stock held by the holder that the Corporation intends to redeem; (c) the Redemption
Date and the Redemption Price; and (d) that the holder is to surrender to the Corporation, in the
manner and at the place designated, his or her certificate or certificates representing the shares of
Preferred Stock to be redeemed. Any failure to mail the notice provided or any defect in notice
or in the mailing of notice will not affect the validity of the proceedings for the redemption of
any shares so to be redeemed.

            iv. On or before the date fixed for redemption, each holder of Preferred Stock will
surrender the certificate or certificates representing the shares of Preferred Stock to the
Corporation, in the manner and at the place designated in the Redemption Notice, and there the
Redemption Price for the shares will be payable in cash on the Redemption Date to the person
whose name appears on the certificate or certificates as the owner, and each surrendered
certificate will be cancelled and retired. In the event that less than all of the shares represented by
any certificate are redeemed, a new certificate will be issued representing the unredeemed shares.

           v. Unless the Corporation defaults in the payment in full of the Redemption Price,
dividends on the Preferred Stock called for redemption will cease to accumulate on the
Redemption Date, and all rights of the holders of the shares redeemed will cease to have any
further rights with respect to the shares on the Redemption Date, other than to receive the
Redemption Price.

       B. Other Redemptions.

            i. In the event that: (a) any sale, lease, exchange or other transfer (other than the
creation of security interests to secure financings, but including any foreclosures with respect to
them) of all or substantially all of the property and assets of the Company (whether or not in the
ordinary course of business) or (b) any merger or consolidation to which the Company is a party
(other than a merger in which the Company will be the surviving corporation and, after giving
effect to the merger, the holders of the Company’s outstanding capital stock immediately
preceding such merger will own shares possession more than 50% of 
				
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Description: This is a certificate of designation for a series of preferred stock of a corporation. This document lays out what a preferred stock is, its par value, its preference (which stocks are junior and senior), its dividends, the voting rights, the liquidation and redemption rights. Numerous standard provisions are contained in this document as well as opportunities to allow for customization to address the specific needs of the corporation. This should be used by a corporation when issuing a series of preferred stock.