Series A Sample Clauses

Series A. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), each holder shall be paid for each share of Series A Convertible Preferred Stock held by it, before any distribution or payment is made upon any stock ranking junior to the Series A Convertible Preferred Stock, an amount equal to the greater of (i) $20 per share (the "Series A Face Value") plus, in the case of each share, an amount equal to all accrued but unpaid dividends thereon, through the date payment thereof is made, and (ii) the amount that the holder of such share of the Series A Convertible Preferred Stock would receive if it were to convert such share of Series A Convertible Preferred Stock into share(s) of Common Stock immediately prior to such Liquidation. The holders of Series A Convertible Preferred Stock shall not be entitled to any further payment (such amount payable with respect to one share of Series A Convertible Preferred Stock being sometimes referred to as the "Series A Liquidation Payment" and with respect to all shares of Series A Convertible Preferred Stock being sometimes referred to as the "Series A Liquidation Payments").
Sample 1
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Series A. In accordance with Article III of the Master Agreement, the Manager hereby establishes and designates a new Series A, which will be a "Series" for all purposes of the Master Agreement, with the terms as set forth herein and in the Master Agreement. For all purposes of the Act, this Series Agreement together with each other Separate Series Agreement and the Master Agreement constitute the "limited liability company agreement" of the Company within the meaning of the Act. This Series Agreement is incorporated by reference into the Master Agreement.
Sample 1
Series A. At the Effective Time, as a result of the Merger and without any action on the part of the holder of any capital stock of the Company, each share of the Series A Stock issued and outstanding shall be converted into the right to receive cash, a number of shares of Purchaser Common Stock and/or Purchaser Warrants in such proportions as set forth on Exhibit A (which Exhibit A shall be updated in accordance with Section 3(i)) (the “Series A Consideration”), subject to any withholding Taxes required by applicable Law, upon the surrender of the Certificates formerly representing shares of Series A Stock in accordance with Section 3(g); provided that pursuant to Section 7, a number of such shares of Purchaser Common Stock and Purchaser Warrants as calculated pursuant to Section 7 shall be delivered to the Escrow Agent to be held pursuant to the Escrow Agreement in lieu of delivery to the holders of Series A Stock, to be held pursuant to the Escrow Agreement; provided, further that the Company may, with the consent of any impacted holder of Series A Stock, adjust the proportion of cash, shares of Purchaser Common Stock and Purchaser Warrants that such consenting holders of Series A Stock will be entitled to receive at the Effective Time by delivering to the Purchaser a certificate signed by each such holders of the Series A Stock, specifying the amount of cash, the number of shares of Purchaser Common Stock and/or Purchaser Warrants each holder of Series A Stock will be entitled to receive at the Effective Time, no later than five (5) Business days prior to the Merger Closing Date; provided, further, in the event that (A) the holders of Series A Stock fail to deliver such certificate to the Purchaser at least five (5) Business Days prior to the Merger Closing Date, (B) the certificate has not been duly executed by such holder of the Series A Stock or (C) the Purchaser, in its reasonable discretion, determines that such reallocations would result in any increase in the Aggregate Purchase Price, then the Purchaser shall be entitled to rely on Exhibit A as the final determination with respect to the Series A Consideration.
Sample 1
Series A. Each share of Target Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive (A) a fraction of a share of Acquiror Common Stock equal to the Closing Series A Exchange Ratio, plus (B) in the event any Additional Consideration Shares are issuable from time to time, a fraction of a share equal to the Additional Consideration Exchange Ratio applicable to the Target Series A Preferred Stock; and
Sample 1
Series A. The Series A Separate Series Operating Agreement is hereby incorporated herein by reference. Concurrently with the execution and delivery of this Agreement, on the date hereof (i) the initial Member shall execute a counterpart signature page to the Series A Separate Series Operating Agreement. The Series A Separate Series Operating Agreement will be fully effective for all purposes from and after the date hereof.
Sample 1
Series A. The City shall, to the extent allowed by law, and then only to the extent funds are lawfully available from TIF Tax Revenues, pay the Series A TIF Bond Purchaser the principal of and/or interest on the Series A portion of the TIF Indebtedness with interest at a rate not to exceed ten percent (10%) per annum. Any debt service on the Series A portion of the TIF Indebtedness (including interest) to be paid from TIF Tax Revenues shall not constitute a general obligation or debt of the City. Only costs incurred after the effective date of this Agreement shall be eligible for payment. The City shall not be liable nor be required to reimburse Redeveloper for any costs incurred by Redeveloper in the event this Agreement is not approved for any reason, including for reasons alleged to be the fault of the City.
Sample 1
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Series A 
Sample 1

Related to Series A

  • Preferred Stock Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as hereinafter provided. Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designation relating thereto in accordance with the DGCL (a “Certificate of Designation”), to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the creation and issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law and this Second Amended and Restated Certificate (including any Certificate of Designation). Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as shall expressly be granted thereto by this Second Amended and Restated Certificate (including any Certificate of Designation). The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Preferred Units Without the consent of any Common Unitholder, the Board may cause the Company to issue one class of Preferred Units, which Preferred Units would have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a BDC, in a manner that complies with the legal requirements applicable to a BDC. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Preferred Stock Record Date Each person in whose name any certificate for a number of one one-thousandths of a share of Preferred Stock (or Common Stock and/or other securities, as the case may be) is issued upon the exercise of Rights shall for all purposes be deemed to have become the holder of record of such fractional shares of Preferred Stock (or Common Stock and/or other securities, as the case may be) represented thereby on, and such certificate shall be dated, the date upon which the Rights Certificate evidencing such Rights was duly surrendered and payment of the Purchase Price (and all applicable transfer taxes) was made; provided, however, that if the date of such surrender and payment is a date upon which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are closed, such Person shall be deemed to have become the record holder of such shares (fractional or otherwise) on, and such certificate shall be dated, the next succeeding Business Day on which the Preferred Stock (or Common Stock and/or other securities, as the case may be) transfer books of the Company are open. Prior to the exercise of the Rights evidenced thereby, the holder of a Rights Certificate shall not be entitled to any rights of a stockholder of the Company with respect to shares for which the Rights shall be exercisable, including, without limitation, the right to vote, to receive dividends or other distributions or to exercise any preemptive rights, and shall not be entitled to receive any notice of any proceedings of the Company, except as provided herein.

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