Series A-1 Interests definition

Series A-1 Interests shall be defined herein as the Series A Interests issued to the Sponsors in connection with the transactions contemplated by clause (1) of the first paragraph of this letter agreement, and the term “Series A-2 Interests” shall be defined herein as the Series A Interests issued to the Sponsors in connection with the transactions contemplated by clauses (2), (3), and (5) of the first paragraph of this letter agreement, in each case consistent with the capitalization set forth in Exhibit C hereto (subject to the assumptions set forth therein). 3) Each Series A Interest shall be convertible into a Common Interest (1:1), and shall have a liquidation value equal to the greater of (a) $2.27 (the “Series A-1 Conversion Price”) with respect to the Series A-1 Interests, and $3.68 (the “Series A-2 OIP”) with respect to the Series A-2 Interests (the “Series A Base Liquidation Value”) and (b) its value on an as-converted to Common Interest basis (i.e., without a liquidation preference). The conversion rate of Series A Interests shall be subject to customary broad-based anti-dilution protections (based on a “conversion price” equal to the Series A-2 OIP). 4) Each Series A Interest shall accrue a compounding dividend on its Series A Base Liquidation Value at 6% annually, beginning from the Initial Closing for the Series A-1 Interests and from the Closing for the Series A-2 Interests. 5) Each Series B Interest shall be convertible into a Common Interest (1:1), and shall have a liquidation value equal to the greater of (a) the Series A-2 OIP and (b) its value on an as-converted to Common Interest basis (i.e., without a liquidation preference). The conversion rate of Series B Interests shall be subject to customary broad-based anti-dilution protections. 6) The Series A Interests and Series B Interests shall share pari passu in distributions upon a Liquidation Event or Deemed Liquidation Event. 7) The Preferred Interests shall share in dividends and distributions on an as-converted to Common Interest basis. 8) Except as set forth in this Section, the rights, privileges and preferences of the Series A Interests and the Series B Interests shall be identical. Exhibit C sets forth the pro forma capitalization of Newco and Holdco giving effect to all of the transactions contemplated hereby, subject to the assumptions set forth therein.
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Series A-1 Interests has the meaning set forth in the LP Agreement.
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Series A-1 Interests shall be defined herein as the Series A Interests issued to the Sponsors in connection with the transactions contemplated by clause (1) of the first paragraph of this letter agreement, and the term “Series A-2 Interests” shall be defined herein as the Series A Interests issued to the Sponsors in connection with the transactions contemplated by clauses (2), (3), and (5) of the first paragraph of this letter agreement, in each case consistent with the capitalization set forth in Exhibit C hereto (subject to the assumptions set forth therein).
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Examples of Series A-1 Interests in a sentence

  • In the event of a redemption by the Company of any Series A-1 Interests (other than pursuant to Section 5.1.3 of the LP Agreement, or in connection with the exercise of indirect registration rights as contemplated herein (including Section 2.1 hereof)), the General Partner shall cause the Company to redeem Series A-1 Interests held by the Limited Partners on a pro rata basis.


More Definitions of Series A-1 Interests

Series A-1 Interests shall have the meaning ascribed to such term in the LP Agreement, and should any Series A-1 Interest be converted or exchanged for substitute or replacement securities, the term Series A-1 lnterests shall also include any substitute or replacement securities that Series A-1 Interests are substituted for or converted into.
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Related to Series A-1 Interests

  • 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.

  • Class B Interests As set forth in the Trust Agreement.

  • Class A Interests means the Units purchased by the Class A Members. The Class A Interests shall comprise sixty-five percent (65%) of the total Interests sold. Class A Percentage Interest shall be determined by calculating the ratio between each Class A Member’s Capital Account in relation to the total capitalization of the Company provided by the Class A Members.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • Class B Warrants means the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 5 years, in the form of Exhibit C attached hereto.

  • Series A Notes is defined in Section 1.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • Series A Units means Series A currency hedged mutual fund units or Series A non-currency hedged mutual fund units of a fund, as applicable.

  • Class A-5 Notes means the $_________ Floating Rate Class A-5 Student Loan Asset-Backed Notes issued by the Trust pursuant to the Indenture, substantially in the form of Exhibit A thereto.

  • Class R-1 Interest The uncertificated Residual Interest in REMIC 1.

  • Series A-2 Preferred Stock means shares of the Company’s Series A-2 Preferred Stock, par value $0.001 per share.

  • Series A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately from the Closing Date and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Series A-1 Preferred Stock means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share.

  • Series A-1 Preferred Shares means the Company’s series A-1 preferred shares, par value US$0.00001 per share.

  • Class A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Series A or “Series A Equipment Notes” means Equipment Notes issued and designated as “Series A Equipment Notes” under the Indenture, in the original principal amount and maturities as specified in Schedule I to the Indenture under the heading “Series A Equipment Notes” and bearing interest at the Debt Rate for Series A Equipment Notes specified in Schedule I to the Indenture.

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.

  • Series A Shares means shares of Series A Convertible Preferred Stock, par value $0.001 per share, of the Company.

  • Class R Residual Interests The Class R-1 and Class R-2 Residual Interests (which shall be transferable only as a unit evidenced by the Class R Certificates, in accordance with the applicable provisions of Section 5.01).

  • Class R-3 Interest The uncertificated Residual Interest in REMIC 3.

  • Series D Notes is defined in Section 1.

  • Series A Preferred Units has the meaning assigned to such term in Section 5.11(a).

  • Preferred Units means the Series A Preferred Units and the Series B Preferred Units.

  • Class R-4 Interest The uncertificated Residual Interest in REMIC 4.

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.

  • Class C Shares means the shares of Class C common stock of the Company.