Holdings Preferred Units definition

Holdings Preferred Units means the “Series A Preferred Units” of Holdings issued from time to time pursuant to (and as defined in) the Holdings LLC Agreement.
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Holdings Preferred Units has the meaning assigned to it in the Recitals of this Agreement. “Holdings Seller” has the meaning assigned to it in the Preamble of this Agreement. “HSR Act” has the meaning assigned to it in Section 2.03(b). “HSR Approval” has the meaning assigned to it in Section 7.02(a)(i). “Indebtedness” has the meaning assigned to it in Section 1.06(f)(v). “Intellectual Property” means all statutory and/or common law rights relating to intellectual property, including the following, in any and all countries: (i) all patents and patent applications, statutory invention registrations or similar rights, together with all reissuances, divisions, renewals, reexaminations, provisionals, continuations and continuations-in-part with respect thereto and including all foreign equivalents (collectively, “Patents”), (ii) trademarks, service marks, trade dress, trade names, slogans, logos and corporate names, including all applications, registrations and renewals therefor, together with the goodwill associated with any of the foregoing (collectively, “Trademarks”), (iii) internet domain names and social media handles, together with applications and registrations therefor (collectively, “Internet Properties”), (iv) copyrights and any other equivalent rights in works of authorship, and all applications and registrations and renewals therefor (collectively, “Copyrights”) and (v) trade secrets, know-how and confidential or proprietary business or technical information, in each case, that derives independent economic value, whether actual or potential, from not being known to other persons. “Internet Properties” has the meaning assigned to it in the definition of “Intellectual Property”. “IT Systems” has the meaning assigned to it in Section 4.16(f).
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Examples of Holdings Preferred Units in a sentence

  • The Holdings Common Units and Holdings Preferred Units issued in the Merger will be issued solely in exchange for the OpCo Common Stock and OpCo Preferred Stock, and no other transaction other than the Merger represents, provides for or is intended to be an adjustment to, the consideration paid for the OpCo Common Stock and OpCo Preferred Stock.

  • The rights of holders of Reorganized Relativity Holdings Preferred Units shall be set forth in the Revised Relativity Holdings Operating Agreement.

  • The parties believe that the value of the Holdings Common Units and Holdings Preferred Units to be received in the Merger is equal, in each instance, to the value of the OpCo Common Stock and OpCo Preferred Stock to be surrendered in exchange therefor.

  • Holdings does not have any employees or independent contractors, and Holdings has never carried on any business of any kind, other than the ownership of the Holdings Preferred Units and such de minimis assets.

  • The Subscriber has relied solely upon the information provided by TenCap Holdings, LLC in this Agreement in making the decision to invest in the TenCap Holdings Preferred Units.

  • To the maximum extent provided by Bankruptcy Code § 1145(a), the Reorganized Relativity Holdings Preferred Units and Reorganized Relativity Holdings Common Units issued under the Plan shall be exempt from registration under the Securities Act and any state’s securities law registration requirements and all rules and regulations promulgated thereunder.

  • Issuance of Reorganized Relativity Holdings Preferred Units On the Effective Date, Reorganized Relativity Holdings Preferred Units shall be authorized as set forth in the Operating Agreement.

  • Kavanaugh and Nicholas have agreed to receive Reorganized Relativity Holdings Preferred Units and such other treatment on account of approximately $175 million of their TLA/TLB Secured Claims described in the Revised Relativity Holdings Operating Agreement as set forth in Section III.B below.

  • This Subscription Agreement is one of a limited number of such subscriptions for the TenCap Holdings Preferred Units offered to a limited number of suitable investors pursuant to Rule 506(b) of Regulation D and Section 4(2) and/or Section 4(6) of the Securities Act of 1933, as amended (the “Securities Act”).

  • Subscriber shall be registered in the books of TenCap Holdings, LLC as the owner of the TenCap Holdings Preferred Units being purchased by Subscriber hereunder, which such TenCap Holdings Preferred Units may be evidenced by more than one certificate in the name of the Subscriber.

Related to Holdings Preferred Units

  • Series C Preferred Units shall have the meaning provided in Section 1.

  • Series A Preferred Units has the meaning assigned to such term in Section 5.11(a).

  • Series B Preferred Units shall have the meaning provided in Section 1.

  • Preferred Units means a Partnership Interest, including the Series A Preferred Units, designated as a “Preferred Unit,” which entitles the holder thereof to a preference with respect to distributions, or as to the distribution of assets upon any Liquidation Event, over Common Units.

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

  • Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.

  • Series A Preferred Unit means a Preferred Unit having the designations, preferences, rights, powers and duties set forth in Article XVI.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

  • Designated Preferred Stock means Preferred Stock of the Company or any direct or indirect parent of the Company, as applicable (other than Disqualified Stock), that is issued for cash (other than to the Company or any of its Subsidiaries or an employee stock ownership plan or trust established by the Company or any of its Subsidiaries) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate, on the issuance date thereof.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Common Units is defined in the Partnership Agreement.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Series D Preferred Stock means shares of the Company’s Series D Preferred Stock, par value $0.001 per share.

  • Class A Preferred Stock means the Class A preferred stock, nominal value $0.0001 per share, of the Company.

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

  • Existing Preferred Stock means, collectively, the outstanding shares of the Series E 6% Convertible Preferred Stock of the Corporation.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Class B Preferred Stock means the Class B preferred stock, nominal value $1,000, of the Company.

  • Qualified Preferred Stock means any preferred capital stock of Holdings so long as the terms of any such preferred capital stock (x) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to the 91st day after the Latest Maturity Date as of the date such Qualified Preferred Stock was issued other than (i) provisions requiring payment solely (or with provisions permitting Holdings, to opt to make payment solely) in the form of common Equity Interests, Qualified Preferred Stock of Holdings or cash in lieu of fractional shares, as applicable, or any Equity Interests of any direct or indirect Parent Company of Holdings, (ii) provisions requiring payment solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale are subject to the payment in full of all Obligations in cash (other than unasserted contingent indemnification obligations) or such payment is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder) and (iii) with respect to preferred capital stock issued to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, provisions requiring the repurchase thereof in order to satisfy applicable statutory or regulatory obligations and (y) give Holdings the option to elect to pay such dividends or distributions on a non-cash basis or otherwise do not require the cash payment of dividends or distributions at any time that such cash payment is not permitted under this Agreement or would result in an Event of Default hereunder.

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • Permitted Preferred Stock means and refers to any Preferred Stock issued by Parent (and not by one or more of its Subsidiaries) that is not Prohibited Preferred Stock.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Preferred Unit means a fractional, undivided share of the Partnership Interests that has distribution rights, or rights upon liquidation, winding up and dissolution, that are superior or prior to the Common Units that the General Partner has authorized pursuant to Section 4.2 hereof.

  • Series G Preferred Stock means the Corporation's Series G Convertible Preferred Stock, par value $0.004 per share.

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.