Class 1 Shares definition
Examples of Class 1 Shares in a sentence
For so long as this Agreement remains in effect, each Investor agrees to vote any and all Shares held by it from time to time in the manner designated by Francisco Partners so long as the Francisco Partners Group, excluding any Person to which Francisco Partners shall transfer all or substantially all of its assets, holds at least 30% of the Class 1 Shares.
The Shareholders shall have no right to exercise tag-along rights pursuant to this Section 6.3(c) in respect of Common Shares, Class 1 Shares or other Convertible Securities which are not identical to the Convertible Securities which are the subject of the Transfer Notice.
All dividends received by Class A and Class B shareholders once they rank equally shall be invested in Class 2 Shares of the Nirvana Fund, which will rank equally with the Class 1 Shares, save that the Class 2 Shares will not distribute interest, dividends or capital gains.
For the purposes of this Agreement, a “Qualifying Offer” means a Third Party Offer: (i) received within two years from the date hereof, and (ii) pursuant to which the holders of the Class 1 Shares purchased by the Investors pursuant to the Subscription Agreement would be entitled to receive aggregate proceeds, payable in cash, equal to not less than $2,000 for each Class 1 Share held by such Persons.
For Class 1 Shares, the Company shall bear the costs of printing the Fund Materials for prospective Contract owners, whereas for Class 2 Shares, Class 3 Shares, and Class 4 Shares, the Fund shall bear such costs as provided for in the Distribution and Service Plan for each class.
Each Investor hereby grants Francisco Partners a proxy, which shall be irrevocable to the fullest extent permissible by law and is coupled with an interest, to vote such Investor’s Shares in accordance with this provision for so long as the Francisco Partners Group, excluding any Person to which Francisco Partners shall transfer all or substantially all of its assets, holds at least 30% of the Class 1 Shares.
The Class 1 Shares cannot be redeemed prior to the Note being satisfied or without the approval of the Board of Directors.
Prior to the execution and delivery of this Agreement, the Corporation and the Investors have entered into a subscription agreement (the “Subscription Agreement”) in connection with the issuance and sale to the Investors of Class 1 Shares (as defined herein).
The Class 1 Shares shall distribute all earned interest, dividends received and crystallized capital gains annually.
Any and all payments made by the Corporation of dividends or distributions (including deemed dividends, distributions, or the exercise by the Corporation of its rights of first refusal pursuant to Section 6.2 of the Shareholders Agreement) in respect of the Class 1 Shares shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto.