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Emmis Communications Corp. Message Board

  • pjv2xyw9dww4b5 pjv2xyw9dww4b5 Nov 12, 2011 10:48 AM Flag

    "outstanding" preferred shares...

     

    http://sec.gov/Archives/edgar/data/783005/0000950137-99-003791.txt

    Under Indiana law, the holders of the outstanding shares of preferred stock, which includes the convertible preferred stock and would include any other preferred stock issued in the future, will be entitled to vote as a separate voting group upon a proposed amendment to our articles of incorporation, whether or not entitled to vote thereon by the articles of incorporation, if the amendment would:

    (1) increase or decrease the aggregate number of authorized shares of the class of preferred stock;

    (2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

    (3) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class of preferred stock;

    (4) change the designation, rights, preferences, or limitations of all or part of the outstanding shares of the class of preferred stock;

    (5) change the shares of all or part of the class into a different number of shares of the same class of preferred stock;

    (6) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class of preferred stock;

    (7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distribution or to dissolution that are prior, superior, or substantially equal to the shares of the class of preferred stock;

    (8) limit or deny an existing preemptive right of all or part of the shares of the class of preferred stock; or

    (9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class of preferred stock.

    If a proposed amendment would affect the convertible preferred stock in one or more of the ways discussed above, the holders of convertible preferred stock are entitled to vote as a separate voting group on the proposed amendment.

    http://www.sacbee.com/2011/11/11/4047110/emmis-announces-agreements-to.html

    Emmis entered into securities purchase agreements with certain holders of its Preferred Stock under which Emmis will purchase shares of its Preferred Stock from such holders at prices that are below the closing price of the Preferred Stock on November 10, 2011. The purchases will settle pursuant to total return swaps, the terms of which provide that until final settlement of the swaps, the seller agrees to vote its shares in accordance with the prior written instructions of Emmis.

    *** I have a cynical theory as to why the preferred shares are not simply being purchased, retired, and removed from the set of outstanding preferred shares.

    This topic is deleted.
 
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