Series 2 Holders definition
Examples of Series 2 Holders in a sentence
Notwithstanding Section 7.6 of this Agreement, the Company may amend this Agreement to provide such additional Purchasers with certain rights, negative covenants and other terms and conditions equivalent to those provided to the Series E Holders, Series 1 Holders and Series 2 Holders under this Agreement, with the written consent of Purchasers representing at least a majority of the voting power of all Shares then held by Purchasers.
Notwithstanding Section 2(B)(c)(ii) to this Part III of Schedule A and Section 5.3 of Part I of Schedule A to this Agreement, no vote of the Series 2 Holders shall be required if, at or prior to the time when such action is to take effect, provision is made for the redemption of all Series 2 Preferred Units at the time Outstanding.
The Series 2 Preferred Units and the Series 2 Holders shall not have any designations, preferences, rights, powers or duties, other than as set forth in this Agreement or as provided by applicable law.
So long as the Depositary shall have been appointed and is serving with respect to the Series 2 Preferred Units, payments and communications made by the Partnership to Series 2 Holders shall be made by making payments to, and communicating with, the Depositary.
Notwithstanding anything to the contrary in this Agreement or any duty existing at law, in equity or otherwise, to the fullest extent permitted by applicable law, neither the General Partner nor any other Indemnified Party shall owe any duties, including fiduciary duties, or have any liabilities to Series 2 Holders, other than the General Partner’s duty to act at all times in good faith.
For any matter described in this Section 2(B)(c) to this Part III of Schedule A in which the Series 2 Holders are entitled to vote as a series (whether separately or together with the holders of any Series 2 Parity Securities), such Series 2 Holders shall be entitled to one vote per Series 2 Preferred Unit.
Upon payment of the amounts set forth in the immediately preceding sentence, the Series 2 Holders shall not be entitled to share in any further distribution of the assets of the Partnership.
At such adjourned meeting, the Series 2 Holders present or represented by proxy may transact the business for which the meeting was originally called and the Series 2 Holders then present or represented by proxy shall form the necessary quorum.
The Series 2 Holders shall be parties to the underwriting agreement between the Company or the Series 1 Holders and such underwriters; provided, however, that the Series 2 Holders may designate a minimum offering price and maximum underwriting or selling discounts and commissions at which they have agreed to sell their Registrable Securities.
The Partnership shall give notice of any redemption by mail, postage prepaid, not less than 30 days and not more than 60 days before the scheduled Series 2 Redemption Date to the Series 2 Holders (as of 5:00 p.m. New York City time on the Business Day next preceding the day on which notice is given) of any Series 2 Preferred Units to be redeemed as such Series 2 Holders’ names appear on the books of the Series 2 Transfer Agent and at the address of such Series 2 Holders shown therein.