Requisite Series A Preferred Holders definition

Requisite Series A Preferred Holders means, as of any date of determination, the Holders of two-thirds or more of the aggregate Modified Liquidation Preference as of such date, voting together as a separate class; provided, that, as of any date of determination from the date hereof until January 23, 2017, solely for purposes of the determination of the Requisite Series A Preferred Holders on such date, the aggregate Modified Liquidation Preference as of such date shall be deemed to be equal to the full amount of the aggregate purchase price funded or agreed to be funded by the Holders on or prior to the date hereof. Notwithstanding the foregoing or the applicable provisions of the General Corporation Law of the State of Delaware, including Section 242(b) thereof, shares of Series A Preferred Stock held by Holders that are Wengen Investors or any of their Affiliates shall not be counted for purposes of determining whether the Requisite Series A Preferred Holders threshold has been satisfied (and shall be disregarded in the numerator and denominator of that determination); provided, that, such restriction shall automatically terminate without any further action upon the Transfer of shares of Series A Preferred Stock by such Person to an Unaffiliated Third Party and such Unaffiliated Third Party shall be entitled to vote or consent to the actions subject to a vote or consent of the Requisite Series A Preferred Holders pursuant hereto.

Requisite Series A Preferred Holders means, as of any date of determination, the Holders of two-thirds or more of the aggregate Modified Liquidation Preference as of such date or, if then converted, Conversion Stock, in each case as of such date, voting together as a separate class; provided that, from the date hereof until the Abraaj Second Payment Date (as defined in the Subscription Agreement), such amount shall be determined as if Abraaj (as defined in the Subscription Agreement) has paid its entire Investor Initial Purchase Price (as defined in the Subscription Agreement), including, for the avoidance of doubt, the portion to be funded on the Abraaj Second Payment Date. Notwithstanding the foregoing or the applicable provisions of the General Corporation Law of the State of Delaware, including Section 242(b) thereof, subject to the last sentence of this definition, shares of Series A Preferred Stock or Conversion Stock, as applicable, held by the Current Stockholders (as defined in the Subscription Agreement) or any Affiliates of the Current Stockholders, if any, shall not be counted for purposes of determining whether the Requisite Series A Preferred Holders threshold has been satisfied (and shall be disregarded in the numerator and the denominator of that determination); provided, that, such restriction shall automatically terminate without any further action upon the Transfer of shares of Series A Preferred Stock or Conversion Stock, as applicable, by the Current Stockholders or any Affiliates of the Current Stockholders, as applicable, to an Unaffiliated Third Party (as defined in the Subscription Agreement) and such Unaffiliated Third Party shall be entitled to vote or consent to the actions subject to a vote or consent of the Requisite Series A Preferred Holders pursuant hereto. Solely for purposes of the affirmative determination of the Requisite Series A Preferred Holders to require the Corporation to register pursuant to the first sentence of Section 3 hereof, the number of shares of Series A Preferred Stock then held by the Current Stockholders or any Affiliates of the Current Stockholders, if any, shall be counted for purposes of determining whether the Requisite Series A Preferred Holders threshold has been satisfied (both in the numerator and the denominator of that determination).

Requisite Series A Preferred Holders means the holders of a majority of the outstanding Series A Preferred Units.

Examples of Requisite Series A Preferred Holders in a sentence

• In the event that the 3.3(b) Financial Covenant Trigger occurs, the 2016-Based Test Period Certificate shall be revised to include any reasonable additional accounting and financial information as from time to time reasonably requested by the Requisite Series A Preferred Holders to make any determination pursuant to clause (b) below.

• Fair Market Value shall be determined by agreement of the Company and the Requisite Series A Preferred Holders.

• If the foregoing parties cannot agree on such independent, nationally recognized valuation firm within thirty (30) days following the FMV Determination Date, then the Board, on the one hand, and the Requisite Series A Preferred Holders, on the other hand, each shall select a valuation firm and such valuation firms in turn shall select a third valuation firm the appraisal of which shall be controlling.

• Technology resources, now, more than ever, are critical to the delivery of quality instruction and the efficient functioning of all areas at LMC.

• The Fair Market Value shall be determined by agreement of the Corporation and the Requisite Series A Preferred Holders.

• The Independent Manager, once designated, may thereafter be removed at any time by the mutual written agreement of Requisite Series A Preferred Holders and the Requisite Common Holders, and any vacancy left by the resignation or removal of any Independent Manager shall thereafter be filled as provided in this Section 5.1(b)(iii).

• At any time from and after the Put Right Commencement Date, upon written notice (the “Put Notice”) to the Company, the Requisite Series A Preferred Holders may elect to require the Company to purchase, out of funds lawfully available therefor, all (but not less than all) of the outstanding Series A Preferred Units (the “Put Right”).

• Sections within which language has been omitted for length include … marks to indicate the omitted language.

• A conversion of Series A Preferred Units pursuant to this Section 2.1(c)(ii) shall be effective as of the close of business on the second business day after the Company’s receipt of the written consent of the Requisite Series A Preferred Holders, provided that such written consent may provide that the conversion be conditioned upon, and be effective as of, the occurrence of an event specified in such written consent.

• If the Corporation and the Requisite Series A Preferred Holders fail to reach agreement on the Fair Market Value within ten (10) Business Days of the date on which such determination is reasonably expected to be made pursuant to this Certificate of Designations (the “FMV Determination Date”), then the value shall be determined by an independent, nationally recognized valuation firm selected by the Corporation and the Requisite Series A Preferred Holders.

More Definitions of Requisite Series A Preferred Holders

Requisite Series A Preferred Holders means, as of any date of determination, the Holders of two thirds or more of the aggregate Modified Liquidation Preference as of such date, voting together as a separate class; provided that, from the date hereof until the Abraaj Second Payment Date (as defined in the Subscription Agreement), such amount shall be determined as if Abraaj has paid its entire Investor Initial Purchase Price (as defined in the Subscription Agreement), including, for the avoidance of doubt, the portion to be funded on the Abraaj

Requisite Series A Preferred Holders means the holders of a majority of ------------------------------------ the outstanding shares of the Series A Preferred Stock at the time in question.

Requisite Series A Preferred Holders means those stockholders of the Corporation who hold in the aggregate at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares of Series A Preferred Stock held by all stockholders at the time of determination.

Requisite Series A Preferred Holders means, as of any date of determination, the holders of two thirds or more of the aggregate Modified Liquidation Preference as of such date (assuming that the Closing has occurred as of such date if such date is prior to the Closing), voting together as a separate class; provided, that, from the date hereof until the Abraaj Second Payment Date, such amount shall be determined as if Abraaj has paid its entire Investor Purchase Price, including, for the avoidance of doubt, the portion to be funded on the Abraaj Second Payment Date. Notwithstanding the foregoing or the applicable provisions of the General Corporation Law of the State of Delaware, including Section 242(b) thereof, shares of Series A Preferred Stock held by the Current Stockholders or any Affiliates of the Current Stockholders, if any, shall not be counted for purposes of determining whether the Requisite Series A Preferred Holders threshold has been satisfied (and shall be disregarded in the numerator and the denominator of that determination); provided, that, such restriction shall automatically terminate without any further action upon the Transfer of shares of Series A Preferred Stock by the Current Stockholders or any Affiliates of the Current Stockholders, as applicable, to an unaffiliated third party and such unaffiliated third party shall be entitled to vote or consent to the actions subject to a vote or consent of the Requisite Series A Preferred Holders pursuant hereto.