Preferred Seller definition

Preferred Seller means any Preferred Holder proposing to transfer or sell Preferred Stock.
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Preferred Seller has the meaning set forth in the preamble to this Agreement.
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Preferred Seller shall have the meaning set forth in Section 2A.1 “Preferred Shares” shall mean the Company’s Series A Preferred Shares, Series A-1 Preferred Shares, Series B Preferred Shares, and Series C Preferred Shares, collectively, along with any other class or series of preferred shares issued by the Company in substitution or replacement therefor. “Preferred Transfer Shares” shall have the meaning set forth in Section 2A.1 “Prohibited Transfer” shall have the meaning set forth in Section 5.1 “Proportionate Amount” shall have the meaning set forth in Section 2A.4 An Investor’s “Pro Rata Co-Sale Share” of a specified quantity of Restricted Seller Transfer Shares proposed to be transferred shall mean the specified quantity of Restricted Seller Transfer Shares multiplied by a fraction equal to (i) the total number of Common Share Equivalents then held by such Investor, divided by (ii) the total number of Common Share Equivalents held by the Restricted Seller, plus the total number of Common Shares Equivalents then held by all Investors exercising co-sale rights pursuant to Section 3 An Investor’s “Pro Rata ROFR Share” of a specified quantity of Shares proposed to be transferred shall mean the specified quantity of Transfer Shares multiplied by a fraction equal to (i) the number of Common Share Equivalents of the Company then held by such Investor, divided by (ii) the total number of Common Share Equivalents then held by all Investors “Qualified IPO” shall mean a firm commitment public offering of Common Shares in the United States that has been registered under the Securities Act resulting in a minimum market capitalization of US$350 million, and with gross proceeds to the Company of at least US$50 million, or a similar public offering of Common Shares in a jurisdiction and on a recognized securities exchange outside of the United States, including without limitation the Hong Kong Stock Exchange, provided such public offering is equivalent to the aforementioned in terms of price, offering proceeds and regulatory approval “Remaining Preferred Transfer Shares” shall have the meaning set forth in Section 2A.6 “Reply Notice” shall have the meaning set forth in Section 2A.2 3
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Examples of Preferred Seller in a sentence

  • Subject to Sections 2(a)(i) and (ii), before an Existing Preferred Seller may Transfer any Equity Securities, the Series C Shareholder shall have a Right of First Offer to purchase all (but not less than all) the Equity Securities which such Existing Preferred Seller desires to Transfer, on the terms and conditions set forth herein.

  • Before an Existing Preferred Seller may Transfer all (but not less than all) the Equity Securities, the Series C Shareholder shall have a Right of Co-Sale if it has not exercised its Right of First Offer with respect to the Transferred Shares pursuant to Section 4 hereof, to sell certain of its Equity Securities on the terms and conditions set forth herein.

  • The Series C Seller or any of the Existing Preferred Seller (as the case may be) shall not make (or be required to make) any representation or warranty to their respective relevant Right Holder in connection with the exercise of the Right of First Offer, other than those on good title to the Transfer Shares, absence of liens with respect to the Transfer Shares and customary representations and warranties concerning the Transferring Shareholder’s power and authority to undertake the proposed Transfer.

  • Upon delivery of the Series F Preferred, Seller shall be the record and beneficial owner of the Series F Preferred, free and clear of all Encumbrances, except restrictions arising from applicable federal and state securities laws.

  • Payment of the Preferred Purchase Price shall be made, at the option of the exercising Preferred Holder or the Company, as the case may be, (i) in cash (by check or wire transfer), (ii) by cancellation of all or a portion of any outstanding indebtedness of the Preferred Seller to the Preferred Holder or the Company, as the case may be; or (iii) by any combination of the foregoing.

  • If the Preferred Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration shall be determined by the Board of Directors of the Company in good faith, which determination shall be binding upon the Company, each Preferred Holder and the Preferred Seller, absent fraud or material error.

  • If the Preferred Holders desire to purchase less than all of the Offered Preferred Stock, within ten (10) days after expiration of the Preferred Holders' Preferred Refusal Period, the Preferred Seller will give written notice to the Company specifying the number of shares of Offered Preferred Stock that were not subscribed by the Preferred Holders exercising their Right of First Refusal (the "PREFERRED SELLER'S NOTICE").

  • Upon delivery of the Buyer Series F Preferred, Seller shall be the record and beneficial owner of the Buyer Series F Preferred, free and clear of all Encumbrances, except restrictions arising from applicable federal and state securities laws.

  • In the event that the Preferred Seller has not sold the Preferred Transfer Shares within this one hundred twenty (120) day period, the Preferred Seller shall not thereafter sell any Shares without first offering such shares to the Investors (save for Intel and IFC, but including their respective assignees) or the holders of Common Shares in the manner provided in this Section 2A.

  • If the Offered Preferred Stock is not so Transferred during such 30-day period, then the Preferred Seller may not Transfer any of such Offered Preferred Stock without complying again in full with the provisions of this Agreement.


More Definitions of Preferred Seller

Preferred Seller means each Seller that holds shares of Preferred Stock.
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Preferred Seller shall have the meaning set forth in Section 2A.1
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Preferred Seller shall have the meaning set forth in Section 4.3(a) hereof.
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Related to Preferred Seller

  • Preferred Securities has the meaning specified in the first recital of this Indenture.

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

  • Preferred Member means a Member holding Preferred Units.

  • Non-Preferred Senior Instruments means any obligations of the Issuer which fall or are expressed to fall within the category of obligations described in § 374b of the Czech Insolvency Act implementing Article 108(2) BRRD and any other obligations of the Issuer which, to the extent permitted by Czech law, rank or are expressed to rank pari passu with the Non-Preferred Senior Instruments of the Issuer.

  • Hybrid Preferred Securities means any preferred securities issued by a Hybrid Preferred Securities Subsidiary, where such preferred securities have the following characteristics:

  • Preferred Shareholders means the holders of Preferred Shares.

  • Preferred Securities Certificate means a certificate evidencing ownership of Preferred Securities, substantially in the form attached as Exhibit C.

  • Preferred Security means an undivided beneficial interest in the assets of the Trust, having a Liquidation Amount of $1,000 and having the rights provided therefor in this Trust Agreement.

  • Hybrid Preferred Securities Subsidiary means any Delaware business trust (or similar entity) (i) all of the common equity interest of which is owned (either directly or indirectly through one or more wholly-owned Subsidiaries of the Company) at all times by the Company or a wholly-owned direct or indirect Subsidiary of the Company, (ii) that has been formed for the purpose of issuing Hybrid Preferred Securities and (iii) substantially all of the assets of which consist at all times solely of Junior Subordinated Debt issued by the Company or a wholly-owned direct or indirect Subsidiary of the Company (as the case may be) and payments made from time to time on such Junior Subordinated Debt.

  • Common Securities means the securities representing common undivided beneficial interests in the assets of the Issuer.

  • Capital Securities means undivided beneficial interests in the assets of the Trust which rank pari passu with Common Securities issued by the Trust; provided, however, that upon the occurrence and continuance of an Event of Default (as defined in the Declaration), the rights of holders of such Common Securities to payment in respect of distributions and payments upon liquidation, redemption and otherwise are subordinated to the rights of holders of such Capital Securities.

  • Subordinated Shareholder Funding means, collectively, any funds provided to the Issuer by any Parent, any Affiliate of any Parent or any Permitted Holder or any Affiliate thereof, in exchange for or pursuant to any security, instrument or agreement other than Capital Stock, in each case issued to and held by any of the foregoing Persons, together with any such security, instrument or agreement and any other security or instrument other than Capital Stock issued in payment of any obligation under any Subordinated Shareholder Funding; provided, however, that such Subordinated Shareholder Funding:

  • 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.

  • Preferred Shareholder means any holder of Preferred Shares.

  • Trust Preferred Securities any preferred securities issued by a Trust Preferred Securities Subsidiary, where such preferred securities have the following characteristics:

  • Series A Notes is defined in Section 1.

  • Liquidation Trust Agreement means the Liquidation Trust Agreement to be dated as of the Effective Date establishing the terms and conditions of the Liquidation Trust, substantially in the form attached hereto as Exhibit B.

  • Liquidation Trust means the trust created pursuant to the Liquidation Trust Agreement on the Effective Date in accordance with the Plan, the Confirmation Order and the Liquidation Trust Agreement.

  • Seller Notes means the series of unsecured, subordinated promissory notes in the initial aggregate principal amount of $100 million issued to Globetrotter Co-Investment B LP and to the selling equity holders of Lakeland Holdings, LLC (including the intragroup back-to-back notes issued by certain Debtors to other Debtors related thereto) and the guarantees provided by Lakeland Seller Finance, LLC in respect thereof, in connection with that certain Sale and Merger Agreement dated as of November 8, 2017, by and among WS Holdings Acquisition, Inc., as Purchaser, WS Holdings, Inc. as Blocker Corp., Lakeland Holdings, LLC as the Company, Lakeland Merger Sub II, LLC as Merger Sub, Globetrotter Co-Investment B LP as Blocker Seller and, solely in its capacity as Representative in accordance with the terms of the Sale and Merger Agreement, Metalmark Management II LLC.

  • Series A Certificate of Designation means the Certificate of Designation of Series A Cumulative Convertible Preferred Shares of the Company as in effect on the date hereof.

  • Preferred Holders means the record owners of outstanding Preferred Securities.

  • Series A Certificate of Designations means the Certificate of Designations of Series A Preferred Stock of the Company.

  • Preferred Security Certificate means a certificate representing a Preferred Security substantially in the form of Exhibit A-1.

  • Senior Interest Holders means, collectively, the Lenders, the Administrative Agent, the Borrower Indemnified Parties, the Servicer Indemnified Parties and the Affected Persons.

  • Liquidation Trustee means the trustee appointed jointly by the Debtors and the Creditors’ Committee, and identified in the Plan Supplement, to serve as the liquidation trustee under the Liquidation Trust Agreement, or any successor appointed in accordance with the terms of the Plan and Liquidation Trust Agreement.

  • Subordinated Debentures means the debentures exchangeable by the Company for the Preferred Stock in accordance with the Certificate of Designations therefor.