Class C Preference Holdback Sample Clauses

Class C Preference Holdback. For purposes of effecting the intent of the definition of Class C Preference, if the sum of a Present Distribution plus the amount of all prior Distributions exceeds $325,000,000 but is less than $350,000,000, then the amount of such excess attributable to the Present Distribution (the aggregate of any such amount or amounts the “Class C Preference Holdback Amount”) shall be deposited and held in escrow by an escrow agent selected by the Company, subject to the approval of (i) the holders of at least sixty-six and two-thirds percent (66 2/3%) of the then outstanding Preferred Units and (ii) the Super Majority Class C Investors, whereby such escrow agent shall hold such Class C Preference Holdback Amount until the earlier to occur of (1) the date of the next Distribution in which the amount of the next Distribution plus all prior Distributions (including any prior Class C Preference Holdback Amounts and any Special Tax Distributions) exceeds $350,000,000, in which case such Class C Preference Holdback Amount shall be distributed to Unitholders (x) first, to the extent necessary to effect the intent set forth in the definition of Class C Preference such that the Class C Preference had been zero dollars ($0.00) and (y) any remainder shall be distributed to Unitholders in accordance with Section 7.02(c) and (2) five (5) years after the date of the last contribution to the Class C Preference Holdback Amount, in which case the Class C Preference Holdback Amount shall be distributed in accordance with Section 7.02(c). Notwithstanding the foregoing, to the extent a Special Tax Distribution is required pursuant to Section 7.01(b)(i), the Company in its discretion may instruct the escrow agent to make such distribution out of the Class C Preference Holdback Amount, which will reduce the amount of the Class C Preference Holdback Amount available for future distribution.
Sample 1
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Related to Class C Preference Holdback

  • 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 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.

  • Class B Common Stock 2 Closing........................................................................5

  • 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.

  • Preference Payments Any monies Lender pays because of an asserted preference claim in Borrower's bankruptcy will become a part of the Indebtedness and, at Lender's option, shall be payable by Borrower as provided above in the "EXPENDITURES BY LENDER" paragraph.

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Class A Shares Shares of the Company’s $0.01 par value common stock that have been designated as Class A.

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

  • Liquidating Dividends If the Company declares or pays a dividend upon the Common Stock payable otherwise than in cash out of earnings or earned surplus (determined in accordance with generally accepted accounting principles, consistently applied) except for a stock dividend payable in shares of Common Stock (a “Liquidating Dividend”), then the Company shall pay to the Registered Holder of this Warrant at the time of payment thereof the Liquidating Dividend which would have been paid to such Registered Holder on the Warrant Stock had this Warrant been fully exercised immediately prior to the date on which a record is taken for such Liquidating Dividend, or, if no record is taken, the date as of which the record holders of Common Stock entitled to such dividends are to be determined.

  • Liquidating Dividends, Etc If the Company at any time while this Option is outstanding and unexpired makes a distribution of its assets to the holders of its Capital Stock as a dividend in liquidation or by way of return of capital or other than as a dividend payable out of earnings or surplus legally available for dividends under applicable law or any distribution to such holders made in respect of the sale of all or substantially all of the Company's assets (other than under the circumstances provided for in the foregoing subsections (a) through (c)), the holder of this Option shall be entitled to receive upon the exercise hereof, in addition to the shares of Common Stock receivable upon such exercise, and without payment of any consideration other than the exercise price, an amount in cash equal to the value of such distribution per share of Common Stock multiplied by the number of shares of Common Stock which, on the record date for such distribution, are issuable upon exercise of this Option (with no further adjustment being made following any event which causes a subsequent adjustment in the number of shares of Common Stock issuable upon the exercise hereof), and an appropriate provision therefor should be made a part of any such distribution. The value of a distribution which is paid in other than cash shall be determined in good faith by the Board of Directors.

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