Series A Holder Sample Clauses

Series A Holder. The term “Series A Holder” shall mean any person owning or having the rights to acquire Series A Registrable Securities or any permitted assignee of record of such Series A Registrable Securities to whom rights under this Section 2 have been duly assigned in accordance with this Agreement.
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Series A Holder s/ Xxxx Xxxx Xxx Name: Xxxx Xxxx Xxx Address: [*] Tel: [*] Fax: [*] E-mail: [*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. SIGNATURE PAGE TO INVESTOR RIGHTS AGREEMENT
Sample 1
Series A Holder. (i) Scenario 1. If the holder of Series A Preferred Stock, $0.01 par value per share, of Company (the "COMPANY SERIES A PREFERRED STOCK") elects to receive the liquidation preference set forth in Article IV(B)(4)(a) of Company's Restated Certificate of Incorporation ("SCENARIO 1"), then at the Effective Time, , each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and automatically converted into the right to receive in cash $27.23 plus all declared and unpaid dividends in respect of such share (the "SERIES A LIQUIDATION PREFERENCE") of Company Series A Preferred Stock. Company shall deliver to Buyer no later than five (5) Business Days prior to the Closing a schedule detailing the amount of all such declared and unpaid dividends as of the Closing Date for purposes of Scenario 1. (ii) Scenario 2. If the holder of Company Series A Preferred Stock does not elect to receive such liquidation preference ("SCENARIO 2"), then each share of Company Series A Preferred Stock shall be canceled and extinguished and automatically converted into the right to receive: (i) the Closing Date Consideration Per Share Amount multiplied by the number of shares of Company Common Stock into which one share of Company Series A Preferred Stock can be converted immediately prior to the Effective Time, one-half of which will be payable in cash and one-half of which will be payable in Buyer Shares and (ii) and the Series A Fractional Interest in the Escrow Fund multiplied by (A) the Escrow Cash and (B) the Escrow Shares. As used herein, "CLOSING DATE CONSIDERATION PER SHARE AMOUNT" means (1) under Scenario 1, the quotient of (A) the Purchase Price or the Adjusted Purchase Price, as the case may be, (i) less the aggregate Series A Liquidation Preference, (ii) less the Initial Escrow Share Value (as defined in Section 1.5), (iii) less the aggregate Escrow Cash, divided by (B) the total number of shares of Company Common Stock issued and outstanding as of the Effective Time, assuming no conversion of the Company Series A Preferred Stock into Company Common Stock, and (2) under Scenario 2, the quotient of (A) the Purchase Price or the Adjusted Purchase Price, as the case may be, (i) less the Initial Escrow Share Value, (ii) less the aggregate Escrow Cash, divided by (B) the total number of shares of Company Common Stock issued and outstanding as of the Effective Time, assuming deemed conversion of th...
Sample 1

Related to Series A Holder

  • Warrant Holder Not a Shareholder The holding of a Warrant will not constitute the Holder thereof a shareholder of the Company, nor entitle him to any right or interest in respect thereof except as in the Warrant expressly provided.

  • Warrant Holder Not Shareholder This Warrant does not confer upon the holder hereof any right to vote or to consent or to receive notice as a shareholder of the Company, as such, in respect of any matters whatsoever, or any other rights or liabilities as a shareholder, prior to the exercise hereof as hereinbefore provided.

  • WARRANT HOLDER NOT DEEMED A SHAREHOLDER Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

  • WARRANT HOLDER NOT DEEMED A STOCKHOLDER Except as otherwise specifically provided herein, the Holder, solely in its capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which it is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 6, the Company shall provide the Holder with copies of the same notices and other information given to the stockholders of the Company generally, contemporaneously with the giving thereof to the stockholders.

  • Warrantholder not a Shareholder Except as may be specifically provided herein, nothing in this Indenture or in the holding of a Warrant Certificate, entitlement to a Warrant or otherwise, shall, in itself, confer or be construed as conferring upon a Warrantholder any right or interest whatsoever as a Shareholder, including, but not limited to, the right to vote at, to receive notice of, or to attend, meetings of Shareholders or any other proceedings of the Corporation, or the right to Dividends and other allocations.

  • 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.

  • Warrant Holders Section 8.1. Warrant Holder Deemed Not a Stockholder....................... 30 Section 8.2.

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

  • Warrant Holders Not Deemed Stockholders No holder of Warrants shall, as such, be entitled to vote or to receive dividends or be deemed the holder of Common Stock that may at any time be issuable upon exercise of such Warrants for any purpose whatsoever, nor shall anything contained herein be construed to confer upon the holder of Warrants, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue or reclassification of stock, change of par value or change of stock to no par value, consolidation, merger or conveyance or otherwise), or to receive notice of meetings, or to receive dividends or subscription rights, until such Holder shall have exercised such Warrants and been issued shares of Common Stock in accordance with the provisions hereof.

  • Holder Not Deemed a Stockholder Except as otherwise specifically provided herein, this Warrant shall not entitle Holder to vote or receive dividends or any other rights of a stockholder of the Company, including, without limitation, any right to vote, give or withhold consent to any corporate action (whether a reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings or receive subscription rights.

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