Distribution Transactions. (1) In the event the Company proposes to effect a Distribution Transaction, then, by written action of the Holders constituting at least a majority of the outstanding voting power of the Convertible Preferred Stock (the “Majority Holders”) delivered to the Company prior to the relevant Record Date, the Company will negotiate in good faith with such Majority Holders the terms and conditions of an exchange offer described herein (the “Spin-Off Exchange Offer”), and in the event the Spin-Off Exchange Offer is completed, then no adjustment to the Conversion Price shall be made pursuant to Section 10(f)(i)(3)(B).
Appears in 3 contracts
Samples: Securities Purchase Agreement (Azz Inc), Securities Purchase Agreement (FireEye, Inc.), Securities Purchase Agreement (FireEye, Inc.)
Distribution Transactions. (1i) In the event the Company proposes to effect a Distribution Transaction, then, by written action notice of the Holders constituting at least a majority of the outstanding voting power of the Convertible Series A Preferred Stock (the “Majority Holders”) delivered to the Company prior to the relevant Record Date, the Company will negotiate in good faith with such Majority Holders the terms and conditions of an exchange offer described herein (the “Spin-Off Exchange Offer”), and in the event the Spin-Off Exchange Offer is completed, then no adjustment to the Conversion Price shall be made pursuant to Section 10(f)(i)(3)(B10(a)(iii)(B).
Appears in 2 contracts
Samples: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.)
Distribution Transactions. (1i) In the event the Company proposes to effect a Distribution Transaction, then, by written action notice of the Holders constituting at least a majority of the then-outstanding voting power of the Convertible Series A Preferred Stock (the “Majority Holders”) delivered to the Company prior to the relevant Record Date, the Company will negotiate in good faith with such Majority Holders the terms and conditions of an exchange offer described herein (the “Spin-Off Exchange Offer”), and in the event the Spin-Off Exchange Offer is completed, then no adjustment to the Conversion Price shall be made pursuant to Section 10(f)(i)(3)(B10(a)(iii)(B).
Appears in 1 contract
Samples: Business Combination Agreement (Anzu Special Acquisition Corp I)
Distribution Transactions. (1i) In the event the Company proposes to effect a Distribution Transaction, then, by written action notice of the Holders constituting at least a majority of the outstanding voting power of the Convertible Series A Preferred Stock (the “Majority Holders”) delivered to the Company prior 0000-0000-0000.13 to the relevant Record Date, the Company will negotiate in good faith with such Majority Holders the terms and conditions of an exchange offer described herein (the “Spin-Off Exchange Offer”), and in the event the Spin-Off Exchange Offer is completed, then no adjustment to the Conversion Price shall be made pursuant to Section 10(f)(i)(3)(B11(b)(iii)(B).
Appears in 1 contract
Samples: Investment Agreement (eHealth, Inc.)