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Res 2015-139/Lyft TNC
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Res 2015-139/Lyft TNC
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10/22/2015 5:05:43 PM
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10/22/2015 5:03:44 PM
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City Clerk
City Clerk - Document
Resolutions
City Clerk - Type
Approving
Number
2015-139
Date
10/5/2015
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series of Preferred Stock, to the extent in any way affected by or computed using such options, <br />rights or securities or options or rights related to such securities, shall be recomputed to reflect <br />the issuance of only the number of shares of Common Stock (and convertible or exchangeable <br />securities that remain in effect) actually issued upon the exercise of such options or rights, upon <br />the conversion or exchange of such securities or upon the exercise of the options or rights related <br />to such securities. <br />(5) The number of shares of Common Stock <br />deemed issued and the consideration deemed paid therefor pursuant to Article IV.BA(d)(i)(D)(I) <br />and Article IV.BA(d)(i)(D)(2) shall be appropriately adjusted to reflect any change, termination <br />or expiration of the type described in either Article IV.B.4(d)(i)(D)(3) or Article <br />IV.BA(d)(i)(D)(4). <br />(ii) "Additional Stock" shall mean any shares of Common <br />Stock issued (or deemed to have been issued pursuant to Article IV.B.4(d)(i)(13)) by this <br />Corporation on or after the Filing Date other than: <br />(A) shares of Common Stock issued pursuant to a <br />transaction described in Article MBA(d)(iii) hereof; <br />(B) shares of Common Stock (as adjusted for <br />Recapitalizations) issued or deemed issued to employees, consultants, officers or directors (if in <br />transactions with primarily non - financing purposes) of this Corporation directly or pursuant to a <br />stock option plan or restricted stock purchase plan approved by the Board of Directors; <br />(C) shares of Common Stock issued (I) in a bona fide, <br />firmly underwritten public offering under the Act in connection with which all outstanding <br />shares of Preferred Stock will be automatically converted to Common Stock, or (II) upon <br />exercise of warrants or rights granted to underwriters in connection with such a public offering; <br />(D) shares of Common Stock issued pursuant to the <br />conversion of Preferred Stock; <br />(E) shares of Common Stock issued pursuant to the <br />exercise of convertible or exercisable securities (other than Preferred Stock) outstanding on the <br />Filing Date; <br />(F) shares of Common Stock issued in connection with <br />a bona fide business acquisition of or by this Corporation, whether by merger, consolidation, sale <br />of assets, sale or exchange of stock or otherwise, each as approved by the Board of Directors <br />(including at least one of the Preferred Directors); <br />(G) shares of Common Stock issued or deemed issued <br />pursuant to Article IV.B.4(d)(i)(D) as a result of a decrease in the Conversion Price of any Series <br />of Preferred Stock resulting from the operation of Article IV.B.4(d)(i)(D); <br />(H) shares of Common Stock issued to persons or <br />entities with which this Corporation has business relationships, including, but not limited to, <br />M <br />
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