Holdco Preferred Sample Clauses

Holdco Preferred. Equity Holder shall not exercise, attempt to exercise, or suffer or permit the exercise on its behalf of any right to cause the replacement of the Manager of the Properties, unless the replacement of the property management can be done and is done in compliance with the terms and conditions of Section [__4.14__] of the Loan Agreement. Holdco Preferred Equity Holder agrees that notwithstanding that it is not a party to the Loan Agreement, it is bound by, and shall comply with, the terms and conditions of Section [__4.14__] of the Loan Agreement, as if such terms and conditions were set forth herein.
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Holdco Preferred. Equity Holder hereby acknowledges, covenants and agrees, and represents and warrants to and for the benefit of Lender that (i) the Holdco Preferred Equity Interest constitutes equity in Holdco only and not debt, and the Holdco Preferred Equity Interest does not constitute a debt of or claim against any of the Borrowers or any other Borrower Party (as defined below), (ii) Holdco Preferred Equity Holder is not, and there is no fact or circumstance that would support an assertion that it is, the holder of a debt or claim or is a creditor of any Borrower Party, and Holdco Preferred Equity Holder shall not take or assert any inconsistent position in any Proceeding (defined below), be it bankruptcy or otherwise, and agrees that it lacks standing in any Proceeding to assert the rights of one holding a “claim” or “debt” as such terms are used or defined in the Bankruptcy Code, (iii) neither any of the Borrowers nor any other Borrower Party will ever have any liability or obligation whatsoever with respect to the Holdco Preferred Equity Interest, (iv) the Holdco Preferred Equity Interest is solely a contractual right created pursuant to the terms of the Holdco Preferred Equity Documents and does not constitute or impose, and shall not be deemed or construed as constituting or imposing now or hereafter, a lien or encumbrance upon, or security interest in any portion of the Collateral or any other collateral securing the Debt or any assets of any of the Borrowers, any Liquor Subsidiary, any SPC Party, or any Mezzanine Borrower (together with Borrowers, collectively, the “Borrower Parties” and each a “Borrower Party”), (iv) it shall not assert, claim or raise as a defense, any such lien, encumbrance or security interest in the Collateral in any action or proceeding, including any insolvency or bankruptcy proceeding commenced by or against Borrowers or any other Borrower Party, and (v) it shall not assert, pursue, confirm or acquiesce in any way to any recharacterization of the Holdco Preferred Equity Interest as having conferred upon Holdco Preferred Equity Holder any lien or encumbrance upon, or security interest in, the Collateral or any portion thereof or as having conferred upon Holdco Preferred Equity Holder the status of a creditor of Borrowers or any other Borrower Party. In the event and to the extent Holdco Preferred Equity Holder is deemed to be or acquires or becomes the holder or obligee under any obligations, liabilities or indebtedness of Borrowers or an...
Sample 1
Holdco Preferred. Equity Holder shall not deliver a Changeover Notice (as defined in the Holdco Operating Agreement) or otherwise consummate, attempt to consummate, or suffer or permit the consummation on its behalf of any Holdco Change of Control, including, without limitation, by declaring any Changeover Event (as defined in the Holdco Operating Agreement), unless it can and does do so in compliance with the terms and conditions of Section [__7.2(k)__]6 of the Loan Agreement. Holdco Preferred Equity Holder agrees that notwithstanding that it is not a party to the Loan Agreement, it is bound by and shall comply with the terms and conditions of Section [__7.2(k)__]7 thereof, as if such terms and conditions were set forth herein.
Sample 1

Related to Holdco Preferred

  • 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.

  • 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.

  • Limitation on Preferred Stock of Restricted Subsidiaries The Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock (other than to the Company or to a Wholly Owned Restricted Subsidiary of the Company) or permit any Person (other than the Company or a Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of any Restricted Subsidiary of the Company.

  • 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.

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

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

  • 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.

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

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Liquidation Preference (a) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, before any payment or distribution of the assets of the Partnership (whether capital or surplus) shall be made to or set apart for the holders of Common Units or any other partnership interests in the Partnership or Units ranking junior to the Series B Preferred Units as to the distribution of assets upon the liquidation, dissolution or winding-up of the Partnership, the holders of the Series B Preferred Units shall, with respect to each such Unit, be entitled to receive, out of the assets of the Partnership available for distribution to Partners after payment or provision for payment of all debts and other liabilities of the Partnership, an amount equal to the greater of (i) $50.00, plus an amount equal to all distributions (whether or not earned or declared) accrued and unpaid thereon to the date of final distribution and (ii) the amount that a holder of such Series B Preferred Unit would have received upon final distribution in respect of the number of Common Units into which such Series B Preferred Unit was convertible immediately prior to such date of final distribution (but no amount shall be paid in respect of the foregoing clause (ii) after the Fifteenth Anniversary Date) if, upon any such voluntary or involuntary liquidation, dissolution or winding-up of the Partnership, the assets of the Partnership, or proceeds thereof, distributable among the holders of the Series B Preferred Units are insufficient to pay in full the preferential amount aforesaid on the Series B Preferred Units and liquidating payments on any other Units or partnership interests in the Partnership of any class or series ranking, as to payment of distributions and amounts upon the liquidation, dissolution or winding-up of the Partnership, on a parity with the Series B Preferred Units, then such assets, or the proceeds thereof, shall be distributed among the holders of Series B Preferred Units and any such other Units or partnership interests in the Partnership ratably in accordance with the respective amounts that would be payable on such Series B Preferred Units and such other Units or partnership interests in the Partnership if all amounts payable thereon were paid in full. For the purposes of this Section 6, none of (i) a consolidation or merger of the Partnership with or into another entity, (ii) a merger of another entity with or into the Partnership or (iii) a sale, lease or conveyance of all or substantially all of the Partnership’s assets, properties or business shall be deemed to be a liquidation, dissolution or winding-up of the Partnership.

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