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.
(b) The Series A Preferred Units shall be represented by one or more global Certificates registered in the name of the Depositary or its nominee, and no Series A Holder shall be entitled to receive a definitive Certificate evidencing its Series A Preferred Units, unless otherwise required by law or the Depositary gives notice of its intention to resign or is no longer eligible to act as such with respect to the Series A Preferred Units and the Partnership shall have not selected a substitute Depositary within 60 calendar days thereafter. So long as the Depositary shall have been appointed and is serving with respect to the Series A Preferred Units, payments and communications made by the Partnership to Series A Holders shall be made by making payments to, and communicating with, the Depositary.
Series A Preferred Units. Such Investor is the holder (record or beneficial) of, and has the right to vote and dispose of, all of the Series A Preferred Units set forth opposite such Investor’s name under the heading “Series A Preferred Units” on Schedule I hereto.
Series A Preferred Units. 71 Section 16.1.
Series A Preferred Units. (i) For so long as the Five Points Members hold or own at least 25% of the Series A Preferred Units (including, for this purpose, Common Units into which the Series A Preferred Units have been converted) held or owned by them on the Prior Effective Date, then the Company and its Subsidiaries shall not engage in or modify any purchase or sale of assets with the Keystone Member or its Affiliates (other than the issuance of New Securities or the issuance of Units pursuant to the Call Option in each case in compliance with this Agreement) without the prior written consent of the holders of a majority of the Series A Preferred Units (or Common Units into which the Series A Preferred Units have been converted) then still held by such Five Points Members.
(ii) For so long as the Five Points Members hold or own at least 50% of the Series A Preferred Units (including, for this purpose, Common Units into which the Series A Preferred Units have been converted) held or owned by them on the Prior Effective Date, then without the consent of a majority in interest of the Five Points Members then holding Series A Preferred Units (or Common Units into which the Series A Preferred Units have been converted) the P10 Member agrees not to consummate a Public Offering with respect to which it elects to cause an Exchange pursuant to Section 3.8.2(b) unless the Public Offering includes a secondary offering with respect to shares otherwise to be held by the Five Points Members of at least the amount described in the definition of “Qualified Public Offering;” provided, for the avoidance of doubt, that if there is an Exchange in connection with such Public Offering all of the Five Points Members’ Units that are not exchanged and sold in such secondary offering shall be exchanged into shares of New P10 Parent Common Stock pursuant to Section 3.8.2(b).
(iii) Without the consent of a majority in interest of the Five Points Members then holding Series A Preferred Units (or Common Units into which the Series A Preferred Units have been converted), the Company shall not issue any additional Series A Preferred Units and the Company shall not permit any Units to be exchanged for stock of P10 Parent or New P10 Parent other than pursuant to Section 3.8.2(b) unless holders of Series A Preferred Units (and Common Units into which they have been converted) shall be given the opportunity to be so exchanged on no less favorable terms.
Series A Preferred Units. (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are redeemed, purchased or otherwise acquired by the Partnership shall be cancelled.
(b) The Series A Preferred Units shall be represented by a single certificate registered in the name of the Depository or its nominee, and no Series A Holder shall be entitled to receive a certificate evidencing such Series A Preferred Units, unless otherwise required by law or the Depository gives notice of its intention to resign or is no longer eligible to act as such and the Partnership shall have not selected a substitute Depository within 60 calendar days thereafter. So long as the Depository shall have been appointed and is serving, payments and communications made by the Partnership to Series A Holders shall be made by making payments to, and communicating with, the Depository.
Series A Preferred Units. There is hereby created a class of Units designated as “Series A Participating Preferred Units” (the “Series A Preferred Units”), which may be issued by the Company as Full-Voting Series A Preferred Units (the “Full-Voting Series A Preferred Units”) or Reduced-Voting Series A Preferred Units (the “Reduced-Voting Series A Preferred Units”). All Series A Preferred Units granted or awarded pursuant to any Company Plan shall be Reduced-Voting Series A Preferred Units (except, with respect to any such Series A Preferred Units, as otherwise expressly authorized by the Board and set forth in the Company Plan (or grant or award agreement in respect thereof) pursuant to which such Series A Preferred Units are issued). Except as otherwise provided herein, including Section 5.9 and Annex 1 hereto, or any other Company Plan (or related grant or award agreement) or as approved by the Board, each Reduced-Voting Series A Preferred Unit shall be identical to the Full-Voting Series 25776957.3325776957.34 18 WEIL:\96757130\2\36182.0003 A Preferred Units in all respects and shall entitle the holder thereof to the rights, interests, preferences and privileges of a holder of a Full-Voting Series A Preferred Unit as set forth herein (other than the Reduced-Voting Series A Preferred Units shall have not equivalent voting rights as the Full-Voting Series A Preferred Units).
Series A Preferred Units. The Company hereby authorizes the issuance of an unlimited number of Series A Preferred Units, 90,000,000 of which are outstanding on the date hereof, as set forth on the Members and Option Holders Schedule (as in effect on the date hereof).
Series A Preferred Units. (a) Upon the first Closing Date pursuant to the Securities Purchase Agreement, the General Partner will contribute the net proceeds received in consideration of its issuance of the Series A Preferred REIT Shares to the Partnership.
(b) Upon the contribution of the net proceeds received in consideration for the Series A Preferred REIT Shares to the Partnership by the General Partner, and in accordance with Section 4.2 of the Agreement, the Partnership will issue to the General Partner 1,000 Series A Preferred Units, equal to the number of Series A Preferred REIT Shares issued by the General Partner pursuant to the Securities Purchase Agreement, which issuance shall be reflected in Exhibit A hereto.
(c) For purposes of the Agreement, including the maintenance of Capital Accounts, the General Partner shall be treated as making a Capital Contribution of $100,000, equal to the value ascribed pursuant to the Securities Purchase Agreement to the Series A Preferred REIT Shares.
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.
(B) The Series A Preferred Units shall be represented by one or more global Certificates registered in the name of the Depositary or its nominee, and no Series A Holder shall be entitled to receive a definitive Certificate evidencing its Series A Preferred Units, unless (1) requested by a Series A Holder and consented to by the General Partner in its sole discretion, (2) otherwise required by law or (3) the Depositary gives notice of its intention to resign or is no longer eligible to act as such with respect to the Series A Preferred Units and the General Partner shall have not selected a substitute Depositary within 60 calendar days thereafter. So long as the Depositary shall have been appointed and is serving with respect to the Series A Preferred Units, payments and communications made by the Partnership to Series A Holders shall be made by making payments to, and communicating with, the Depositary.
Series A Preferred Units. In addition to the Common Units, the Company is authorized to issue up to 200,000 Preferred Units, designated as Series A Cumulative Non-Voting Preferred Units, having the rights, preferences, powers and limitations described in this Agreement including without limitation those described in Exhibit A attached hereto (the “Series A Preferred Units”). In the event of any conflict between the terms of the Series A Preferred Units in Exhibit A attached hereto and any other provision in this Agreement, the terms contained in Exhibit A attached hereto shall control. The Series A Preferred Units shall rank senior to the Common Units with respect to certain rights as more particularly described in this Agreement, including Exhibit A attached hereto.
