Series B Preferred Units. (a) The authorized number of Series B Preferred Units shall be unlimited. Series B Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.
(b) The Series B Preferred Units shall be represented by one or more global Certificates registered in the name of the Depositary or its nominee, and no Series B Holder shall be entitled to receive a definitive Certificate evidencing its Series B 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 B 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 B Preferred Units, payments and communications made by the Partnership to Series B Holders shall be made by making payments to, and communicating with, the Depositary.
Series B Preferred Units. (a) The authorized number of Series B Preferred Units shall be unlimited. Series B Preferred Units that are redeemed, purchased or otherwise acquired by the Partnership shall be cancelled.
(b) The Series B Preferred Units shall be represented by a single certificate registered in the name of the Depository or its nominee, and no Series B Holder shall be entitled to receive a certificate evidencing such Series B 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 B Holders shall be made by making payments to, and communicating with, the Depository.
Series B Preferred Units. The Series B Preferred Units shall consist of 50 Units in the Company with terms that are substantially the same as (as determined in good faith by the Manager, but including term, entitlement to distributions and absence of voting rights) the terms of the 50 shares of Series B Preferred Stock as set forth in that certain Certificate of Designation of Series B Non-Convertible Preferred Stock of NCM, Inc. issued as of the date hereof. For the avoidance of doubt, the Series B Preferred Units shall not constitute “Preferred Units” as otherwise used pursuant to this Agreement. Appropriate adjustments shall be made (in the Manager’s good faith discretion) to the terms of this Agreement (including distributions and allocations to be made pursuant to Articles 5 and 6 of this Agreement) to give due effect to the terms of such Series B Preferred Units.
Series B Preferred Units. Under the authority granted to ------------------------ it by Section
Series B Preferred Units. The OP Merger shall have no effect on the Operating Partnership’s outstanding Series B Preferred Units, and at and after the OP Effective Time, the Series B Preferred Units shall be the outstanding Series B Preferred Units of the Surviving Partnership.
Series B Preferred Units. (a) The Parties hereby acknowledge and agree that, immediately following the Merger Effective Time (the “Restructuring Effective Time”): (i) the General Partner shall cause the Partnership Agreement to be amended and restated pursuant to the Tenth Amended and Restated Limited Partnership Agreement of the Partnership, substantially in the form attached hereto as Exhibit A (the “Amended Partnership Agreement”), (ii) the Managing Member shall cause the Parent Operating Agreement to be amended and restated pursuant to the Second Amended and Restated Operating Agreement of Parent, substantially in the form attached hereto as Exhibit B (the “Amended Operating Agreement”), and (iii) Parent shall issue to Enfield a number of Class C Common Units (as defined in the Amended Operating Agreement) equal to the number of Series B Preferred Units held by Enfield as of the Restructuring Effective Time for no additional consideration.
(b) Enfield hereby (i) approves the amendments contemplated by the Amended Partnership Agreement, including the amendments and modifications to the terms of the Series B Preferred Units, which approval constitutes a unanimous affirmative vote of the Record Holders of the Outstanding Series B Preferred Units under Section 5.10(b)(v)(B) of the Partnership Agreement with respect to the amendments contemplated by the Amended Partnership Agreement, and (ii) in connection with the Restructuring, approves the amendments contemplated by the Amended Operating Agreement and agrees to receive and hold such Class C Common Units in accordance with the Amended Operating Agreement.
Series B Preferred Units. (1) The Holders of Series B Preferred Units have no rights or preferences except the right to convert such interests into Common Units. A particular Series B Preferred Unit may not be converted unless and until (A) the Market Price specified for such subclass of Series B Preferred Units set forth below is achieved, or (B) a Change of Control occurs, in each case before the fifth anniversary of the Effective Date.
(2) If a Change of Control occurs, and the price paid or received for the Chardan Ordinary Shares or the Common Units in such transaction, or the price paid for the assets of Chardan or the Company, divided by the number of shares of outstanding Chardan Ordinary Shares, is more than the applicable Series B Threshold of any subclass of Series B Preferred Units (the “Transaction Threshold”), then such subclass(es) of Series B Preferred Units shall automatically convert to Common Units as of the closing of such transaction and each Holder of such subclass(es) of Series B Preferred Units shall receive the Unit Amount in exchange for the number of its Series B Preferred Units in such subclass(es). If the Transaction Threshold is not achieved for any subclass of Series B Preferred Units in such Change of Control, such subclass(es) of Series B Preferred Units shall be cancelled as of the closing of such transaction to the extent the Chardan Ordinary Shares (or any security for which it is exchanged in the transaction) is no longer publicly traded following such transaction. If the consideration received in the Change of Control includes consideration other than cash or indebtedness, then, except as herein otherwise expressly provided, the amount of such consideration shall be deemed to be the Value of such consideration at the time of such transaction. If any security for which the Chardan Ordinary Shares is exchanged, in the Change of Control, is publicly traded following such transaction, then the B1, B2, B3, B4 and B5 Thresholds shall be reset to an amount determined by subtracting any cash, indebtedness or the Value of any non-publicly traded security received in the Change of Control transaction for a share of Chardan Ordinary Shares from the then current threshold and multiplying that amount by a fraction the numerator of which is 1 and the denominator of which is the number of units of such security into which a share of Chardan Ordinary Shares is exchanged for the Change of Control transaction.
(3) A particular subclass of Series B Preferred Unit...
Series B Preferred Units. The Series B Preferred will rank senior to any other class or series of units, including without limitation, the Series A Preferred and the Common Units. The Series B has a per unit liquidation preference equal to $181 per unit ($181,000 divided by 1,000), plus accrued dividends as set forth in Section 6.3 below. The holders of outstanding Series B Preferred Units shall be entitled to receive, out of any funds legally available therefor, cumulative (annually compounding) dividends on the Series B Preferred, at the per unit rate per annum of 7.0% of such per unit liquidation value (adjusted appropriately for dividends, recapitalizations and similar events affecting the Series B Preferred Units). Such dividends will accumulate quarterly in arrears commencing as of the date of issuance of the Series B Preferred Units and be cumulative, to the extent unpaid, whether or not they have been declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends.
Series B Preferred Units. On the Effective Date, the Company has authorized and created a class of Units designated as “Series B Preferred Units”, consisting of a total of 861,252 Series B Preferred Units, and has issued all of the Series B Preferred Units to the Series B Members in the respective amounts set forth on Exhibit A. The voting rights of Series B Preferred Units are set forth in Section 12.10.
Series B Preferred Units. Each Series B Preferred Unit issued and outstanding immediately prior to the Effective Time shall be cancelled and converted into a right to receive in cash the amount of the Liquidation Preference (as such term is defined in the Company’s Amended and Restated Certificate of Designation, Preferences and Rights of Series B Preferred Units) of such Series B Preferred Unit through the Closing Date, payable to the holder thereof in accordance with Section 3.3. The aggregate consideration to which the holders of the Series B Preferred Units become entitled pursuant to this Section 3.2(a) is collectively referred to herein as the “Series B Preferred Merger Consideration”.
