Newco Preferred Shares definition

Newco Preferred Shares means the convertible preferred shares, par value US$0.001 per share, in the capital of Newco.

Newco Preferred Shares means non-voting redeemable preferred shares of NewCo having the terms set forth in Schedule A to the Plan of Arrangement;

Newco Preferred Shares means the Series 1 Preferred Shares of NewCo having the terms set forth in Schedule A hereto;

Examples of Newco Preferred Shares in a sentence

• The Company, EIS and Newco are also executing and delivering on the date hereof a Registration Rights Agreement in the form attached hereto as Exhibit D (as amended at any time, the "Newco Registration Rights Agreement"), in respect of the purchase of Newco Common Shares and Newco Preferred Shares by the Company and EIS.

• Upon consummation of the Xxxxxxx Contribution, Xxxxxxx will acquire title to the Newco Preferred Shares, free and clear of all Liens, other than those arising solely from the actions or status of Xxxxxxx.

• Xxxxxxx agrees that the certificates representing the Newco Preferred Shares may bear a legend referring to the transfer restrictions of this Section 4.19.

• The Newco Preferred Shares shall have been sold in accordance with the definition thereof.

• Nelson Education conveys to the First Lien Lenders the Newco First Lien Credit Agreement, the Newco Note and the Newco Preferred Shares in partial payment and satisfaction of the Company’s indebtedness under the First Lien Credit Agreement and the First Lien Lenders forgive the remaining amount owing under the First Lien Credit Agreement.

More Definitions of Newco Preferred Shares

Newco Preferred Shares means 22,000 Class D Preferred Shares Series 1 of Newco;

Newco Preferred Shares means the Class A Preferred Shares in the capital of Newco;

Newco Preferred Shares means the preferred shares of Newco which are to be issued under the Arrangement in exchange for the Abstract Non-Internet Assets;

Newco Preferred Shares means, collectively (a) the Series A Convertible Preferred Shares issued by NewCo on the First Amendment Effective Date to Investor in accordance with the Digital Investment Agreements and the NewCo LLC Agreement, (b) the Series B Convertible Preferred Shares issued by NewCo on or after the Third Amendment Effective Date to Pearson in accordance with the Pearson Investment Agreement and the NewCo LLC Agreement, (c) the Series B Convertible Preferred Shares issued by NewCo on or after the Third Amendment Effective Date to Investor in connection with the Investor Series B Investment and (d) the Series B Convertible Preferred Shares issued by NewCo after the Third Amendment Effective Date to Pearson and Investor upon the exercise of the NewCo Warrants, in each case, each of which shares shall be convertible into one share of common Equity Interests in NewCo at the option of the holder thereof in accordance with the NewCo LLC Agreement.”

Newco Preferred Shares means the Series A Convertible Preferred Shares issued by NewCo on or after the First Amendment Effective Date to one or more of the Investor Parties in accordance with the NewCo Investment Agreements and the NewCo LLC Agreement, each of which shares shall be convertible into one share of common Equity Interests in NewCo at the option of the holder thereof in accordance with the NewCo LLC Agreement.

Newco Preferred Shares means non-voting redeemable preferred shares of NewCo having the terms set forth in Schedule A to the Plan of Arrangement.

Newco Preferred Shares has the meaning set forth in the preamble of this Agreement.