Page 12 of 15 – SEC Filing
SCHEDULE 13D CUSIP No. 913915104 Page
12
of 15 Pages
The Series A Preferred Stock will be entitled to vote with the holders of Common Shares (and any other class
or series similarly entitled to vote with the holders of Common Shares) and not as a separate class, at any annual or special meeting of stockholders of the Issuer, and may act by written consent in the same manner as the holders of Common Shares,
on an as-converted basis, provided that prior to the receipt of the Required Approvals, the voting power of the Series A Preferred Stock beneficially owned by each holder of Series A Preferred Stock together with its respective affiliates, will not
to exceed 4.99% of the aggregate voting power of all of the Issuers voting stock outstanding on the date of issuance of the Series A Preferred Stock (the Voting Cap). The holders of Series A Preferred Stock are also entitled
to consent to certain matters, as more fully described in the Certificate of Designations.
Dividends on the Series A Preferred Stock are noncumulative
and accrue from the date of the original issuance at a rate of 7.5% per annum on the liquidation preference then in effect (a Cash Dividend). As of the date of issuance of the Series A Preferred Stock, the liquidation preference is
equal to $100.00, which may be adjusted from time to time by the accrual of Accrued Dividends (as defined below). If the Issuer does not declare and pay a Cash Dividend, the liquidation preference on the Series A Preferred Stock will be increased to
an amount equal to the liquidation preference in effect at the start of the applicable dividend period, plus an amount equal to such then-applicable liquidation preference multiplied by 9.5% per annum (an Accrued Dividend).
If the Issuer is required or elects to obtain the Required Approvals, and if such approval are not obtained within the time periods set forth in the
Certificate of Designations, the dividend rate with respect to Cash Dividends and Accrued Dividends will increased to a rate of 12.5% and 14.5%, respectively, subject to downward adjustment upon obtaining the Required Approvals.
The foregoing summary of the Purchase Agreement and Certificate of Designations is qualified in its entirety by the Purchase Agreement, a copy of which is
filed as Exhibit 2 to this Amendment and incorporated herein by reference, and by the Certificate of Designations, a copy of which is filed as Exhibit 3 to this Amendment and incorporated herein by reference.
Registration Rights Agreement
On June 24, 2016, the
Issuer and the CH1 entered into a registration rights agreement (the Registration Rights Agreement) that will, among other things and subject to certain exceptions, require the Issuer, upon the request of the holders of the Series
A Preferred Stock to register the Common Shares issuable upon conversion of the Series A Preferred Stock. Pursuant to the terms of the Registration Rights Agreement, these registration rights will not become effective until twelve months after the
closing date of the Private Placement and the costs incurred in connection with such registrations will be borne by the Issuer.
The foregoing summary of
the Registration Rights Agreement is qualified in its entirety by the Registration Rights Agreement, a copy of which is filed as Exhibit 4 to this Schedule 13D and incorporated herein by reference.
| SCHEDULE 13D | ||||
| CUSIP No. 913915104 | Page 12 of 15 Pages | |||
The Series A Preferred Stock will be entitled to vote with the holders of Common Shares (and any other class
or series similarly entitled to vote with the holders of Common Shares) and not as a separate class, at any annual or special meeting of stockholders of the Issuer, and may act by written consent in the same manner as the holders of Common Shares,
on an as-converted basis, provided that prior to the receipt of the Required Approvals, the voting power of the Series A Preferred Stock beneficially owned by each holder of Series A Preferred Stock together with its respective affiliates, will not
to exceed 4.99% of the aggregate voting power of all of the Issuers voting stock outstanding on the date of issuance of the Series A Preferred Stock (the Voting Cap). The holders of Series A Preferred Stock are also entitled
to consent to certain matters, as more fully described in the Certificate of Designations.
Dividends on the Series A Preferred Stock are noncumulative
and accrue from the date of the original issuance at a rate of 7.5% per annum on the liquidation preference then in effect (a Cash Dividend). As of the date of issuance of the Series A Preferred Stock, the liquidation preference is
equal to $100.00, which may be adjusted from time to time by the accrual of Accrued Dividends (as defined below). If the Issuer does not declare and pay a Cash Dividend, the liquidation preference on the Series A Preferred Stock will be increased to
an amount equal to the liquidation preference in effect at the start of the applicable dividend period, plus an amount equal to such then-applicable liquidation preference multiplied by 9.5% per annum (an Accrued Dividend).
If the Issuer is required or elects to obtain the Required Approvals, and if such approval are not obtained within the time periods set forth in the
Certificate of Designations, the dividend rate with respect to Cash Dividends and Accrued Dividends will increased to a rate of 12.5% and 14.5%, respectively, subject to downward adjustment upon obtaining the Required Approvals.
The foregoing summary of the Purchase Agreement and Certificate of Designations is qualified in its entirety by the Purchase Agreement, a copy of which is
filed as Exhibit 2 to this Amendment and incorporated herein by reference, and by the Certificate of Designations, a copy of which is filed as Exhibit 3 to this Amendment and incorporated herein by reference.
Registration Rights Agreement
On June 24, 2016, the
Issuer and the CH1 entered into a registration rights agreement (the Registration Rights Agreement) that will, among other things and subject to certain exceptions, require the Issuer, upon the request of the holders of the Series
A Preferred Stock to register the Common Shares issuable upon conversion of the Series A Preferred Stock. Pursuant to the terms of the Registration Rights Agreement, these registration rights will not become effective until twelve months after the
closing date of the Private Placement and the costs incurred in connection with such registrations will be borne by the Issuer.
The foregoing summary of
the Registration Rights Agreement is qualified in its entirety by the Registration Rights Agreement, a copy of which is filed as Exhibit 4 to this Schedule 13D and incorporated herein by reference.
