Examples of Series A-1 Holders in a sentence
INVESTOR: DRIEHAUS LIFE SCIENCES FUND, L.P. By: /s/ Xxxxx XxXxxxxxxx Name: Xxxxx XxXxxxxxxx Title: Senior Vice President of Driehaus Capital Management (USVI) LLC, General Partner SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Exhibit A Series A-1 Holders Xx. Xxxxx X.
The Company hereby grants to the holders of then-outstanding Series A-1 Senior Preferred Shares (each, a “Series A-1 Holder”) and the holders of then-outstanding Series A Preferred Shares (each a “Series A Holder” and together with the Series A-1 Holders, the “Preferred Holders”) a right to purchase up to its pro rata shares of any New Securities that the Company may, from time to time, propose to sell or issue to any person or entity.
Additionally, any cash payment to Series A-1 Holders pursuant to this paragraph shall be subject to the limitations contained in the Partnership’s senior bank credit facility and in any other agreements governing the Partnership’s indebtedness.
Any funds deposited with the Series A-1 Transfer Agent hereunder by the Partnership for any reason, including redemption of Series A-1 Preferred Units, that remain unclaimed or unpaid after two years after the applicable Series A-1 Redemption Date or other payment date, shall be, to the extent permitted by law, repaid to the Partnership upon its written request, after which repayment the Series A-1 Holders entitled to such redemption or other payment shall have recourse only to the Partnership.
The General Partner shall provide written notice to the Series A-1 Holders of its intent to exercise the redemption rights described in the preceding sentence no less than 60 calendar days prior to any such redemption date.
Until the earlier to occur of (i) a QIPO or (ii) the point at which the equity beneficially owned by the Series A-1 Holders constitutes less than five percent (5%) of the fully-diluted equity of the Corporation, the Series A-1 Holders shall have the exclusive right to elect one member of the Board of Directors of the Corporation (the “Series A-1 Director”), who shall also be appointed to the Compensation Committee of the Board of Directors.
A vacancy in the directorship elected by the Series A-1 Holders as provided in this Section II.B(2) shall be filled only by the vote or written consent of the Series A-1 Holders.
The Company, the requisite Series A1 Holders, the requisite Series A2 Holders and each Purchaser have executed and delivered the Investor’s Rights Agreement.
Notwithstanding anything contained herein that may be deemed to be to the contrary, nothing in this Agreement, the Merger Agreement or any other agreement shall impose, or shall be deemed to impose, any post-Effective Time obligations or liabilities on any of the Series A-1 Holders, except for those obligations imposed by Section 7 of this Agreement.
If there is no active public market, then in good faith by the Board, or if such determination cannot be made, by a nationally-recognized independent investment banking firm selected mutually by the Series A-1 Holders holding at least a majority of the Series A-1 Shares then outstanding and the Corporation (or, if such selection cannot be made, by a nationally recognized independent investment banking firm selected by the American Arbitration Association in accordance with its rules).