Series B Redemption Sample Clauses
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Series B Redemption. At the election of a Majority in Interest of Series B Members, and subject to the prior right of the Series C Members, the Series B Members may, at any time on or after October 17, 2013, by giving written notice to the LLC (the “Series B Election Notice”), require that the LLC redeem all of the Series B Members’ Series B Preferred Shares. The LLC shall redeem such Series B Preferred Shares in an amount equal to the applicable portion of the Series B Liquidation Value calculated as of the closing date for such redemption (the “Series B Closing Date”), which date shall be specified by the LLC, but shall in no event be more than 90 days following the date of the delivery of the Election Notice. As of the Series B Closing Date, all rights of the Series B Member with respect to the Series B Preferred Shares shall cease and terminate, such Series B Preferred Shares shall no longer be deemed to be outstanding for any purpose whatsoever, and such Person shall no longer be a Series B Member. The applicable portion of the Series B Liquidation Value shall be paid by the LLC by delivering, on the Series B Closing Date, a promissory note for the applicable portion of the Series B Liquidation Value, which shall (i) be payable in equal annual installments over a four year period following the Series B Closing Date, (ii) bear interest at the “applicable federal rate” as defined in Code Section 1274(d) for mid-term loans, compounded quarterly, (iii) provide for a default interest rate of 12% per annum, payable quarterly in arrears, in the event that the LLC defaults in the payment of any required redemption installment; (iv) be prepayable, in whole or in part, at any time without penalty, (v) be secured by pledge of all the assets of the LLC, which pledge will be subordinated to any senior debt of the LLC then outstanding, (vi) contain customary covenants for a subordinated note, including prohibitions on dividends and distributions to equity holders (other than tax distributions), redemption of stock (other than employee stock repurchases in the ordinary course of business), repayment of junior debt and incurrence of additional senior debt by the LLC, which covenants will be mutually acceptable and reasonable to the LLC and a Majority in Interest of Series B Members, and (vii) contain customary events of default for a subordinated note, including continued breach of covenants following a cure period, failure to pay principal and interest on time and bankruptcy events, whi...
Series B Redemption. At the election of a Majority in Interest of Series B Members, and subject to the prior right of the Series C Members, the Series B Members may, at any time on or after October 17, 2013, by giving written notice to the Company (the “Series B Election Notice”), require that the Company redeem all of the Series B Members’ Series B Preferred Shares. The Company shall redeem such Series B Preferred Shares in an amount equal to the applicable portion of the Series B Liquidation Value calculated as of the closing date for such redemption (the “Series B Closing Date”), which date shall be specified by the Company, but shall in no event be more than 90 days following the date of the delivery of the Election Notice. As of the Series B Closing Date, all rights of the Series B Member with respect to the Series B Preferred Shares shall cease and terminate, such Series B Preferred Shares shall no longer be deemed to be outstanding for any purpose whatsoever, and such Person shall no longer be a Series B Member. Payment of the applicable portion of the Series B Liquidation Value shall be fully subordinated to the payment of any indebtedness of the Company for money borrowed and payment of any Series C Liquidation Value referred to in Sections 7(a) above, and in such case, the holder shall enter into subordination agreements for the benefit of lenders to the Company and the Series C Member with customary terms as reasonably requested by the Company and the Series C Member (which shall include, without limitation, a prohibition on any payments of principal or interest as long as any Series C Liquidation Value referred to in Sections 7(a) above remain outstanding).
Series B Redemption. Each time Boxlight completes a Qualified Offering at any time following the date hereof, and continuing until all outstanding shares of Series B Stock are fully redeemed or repurchased, Boxlight will, subject to the terms and conditions hereof, within 20 business days of the closing of such Qualified Offering, apply up to 20% of the net proceeds of such Qualified Offering (the “Redemption Amount”) to the redemption or repurchase of the Holders’ shares of Series B Stock at a price per share of Series B Stock of $10.00 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series B Preferred Stock). If the Redemption Amount from a Qualified Offering is insufficient to fully redeem or repurchase all shares of Series B Stock then outstanding, the Redemption Amount from such offering will be applied to redeem or repurchase the Holders’ shares of Series B Stock pro rata according to each Holder’s proportionate ownership compared to the aggregate shares of Series B Stock then outstanding. Boxlight’s obligation to redeem or repurchase any Series B Stock pursuant to this section is conditioned upon the Holders entering into a redemption or repurchase agreement with Boxlight in form and substance reasonably satisfactory to Boxlight. Notwithstanding the foregoing, in the event that: (i) applicable law or stock market listing standards make reduction of the Redemption Amount otherwise required by this section necessary or advisable, then in each such case, the Redemption Amount shall be reduced consistent with such law or listing standard, including to zero if applicable.
Series B Redemption. The Company shall have consummated the Series B Redemption.
Series B Redemption. Pursuant to that certain Agreement and Plan of Merger dated August 28, 2000, by and among GTM, El Paso Partners Acquisition, L.L.C., Crystal Gas Storage, Inc. and Crystal Holding, Inc., GTM issued, as merger consideration, 170,000 newly created Series B Preference Units to an affiliate of El Paso. As a result of prior redemptions and conversions, the Holder currently holds all 123,865 outstanding Series B Preference Units. Pursuant to the terms of their issuance, the Series B Preference Units are redeemable in cash at any time by GTM. Simultaneous with the execution of this Agreement, (a) GTM will redeem, and the Holder will tender for redemption, all of the Series B Preference Units, (b) the Holder will assign and transfer to GTM all of the right, title and interest in and to the Series B Preference Units free and clear of all Encumbrances or other limitations or restrictions and deliver to GTM duly endorsed stock powers (in blank) covering the Series B Preference Units, which are uncertificated.