Series A-2 Interests definition

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.
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).

Examples of Series A-2 Interests in a sentence

  • On the Effective Date, or as soon thereafter as is practicable, each holder of an Allowed ACC Notes Existing Securities Law Claim shall receive, in full and complete satisfaction of such Allowed Claim, its Pro Rata Share of Class ACC-ESL’s Allocable Portion of the CVV Series A-2 Interests.

  • Any remaining ACC CVV Share shall first be allocated pro rata among 1), 2), and 3) above, and to the extent any Distributable Proceeds remain, to holders of the CVV Series A-2 Interests, as provided in Section 7.04(c)(i)(E).

  • Distributable Proceeds allocated to the CVV Series A-2 Interests shall be distributed Pro Rata to holders of CVV Series A-2 Interests until the CVV Series A-2 Liquidation Preference shall have been paid in full.

  • On the Initial Distribution Date, and on each Periodic Distribution Date thereafter, or as soon thereafter as is practicable, each holder of an Allowed ACC Trade Claim shall receive, in full and complete satisfaction of such Allowed Claim (including interest, if any, accrued pursuant to Section 8.15) its Pro Rata Share of: (i) the ACC Trade Claims Distribution, subject to Section 8.22, to the extent not previously paid; and (ii) [ ] Contingent Value Vehicle Series A-2 Interests.

  • Distributable Proceeds allocated pursuant to 7.04(c)(i)(C)(4) shall be distributed to holders of CVV Series A-2 Interests until the CVV Series A-2 Liquidation Preference shall have been paid in full.

  • On the Effective Date, or as soon thereafter as is practicable, each holder of an Allowed ACC Notes Existing Securities Law Claim shall receive, in full and complete satisfaction of such Allowed Claim, its Pro Rata Share of Class 12(d)’s Allocable Portion of the CVV Series A-2 Interests.

  • Distributable Proceeds allocated to the CVV Series A-2 Interests shall be distributed to holders of CVV Series A-2 Interests until the CVV Series A-2 Liquidation Preference shall have been paid in full.

  • Each dollar (or portion thereof) of Distributable Proceeds shall be distributed to holders of Contingent Value Vehicle Series A-1 and Series A-2 Interests until an amount with respect to the Contingent Value Vehicle Series A-1 Interests equal to the CVV Series A-1 Liquidation Preference and an amount with respect to the Contingent Value Vehicle Series A-2 Interests equal to the CVV Series A-2 Liquidation Preference has been distributed.

Related to Series A-2 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.

  • 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.

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

  • Series A Debentures means the 8.675% Series A Junior Subordinated Deferrable Interest Debentures due February 1, 2027 of the Debenture Issuer issued pursuant to the Indenture.

  • Series C or "Series C Equipment Notes" means Equipment Notes issued and designated as "Series C" hereunder, in the Principal Amount and maturities and bearing interest as specified in Section 2.02 and Schedule I hereto under the heading "Series C."

  • 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 B Interests As set forth in the Trust Agreement.

  • Series A Shares means the Company’s Series A Preferred Stock, par value $0.01 per share.

  • Series A-2 Preferred Stock means shares of the Company’s Series A-2 Preferred Stock, par value $0.0001 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.

  • 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).

  • Series C Equipment Notes means Equipment Notes issued under an Indenture and designated as "Series C" thereunder.

  • Series A Securities means the Company's 10.01% Series A Junior Subordinated Deferrable Interest Debentures due March 15, 2027, as authenticated and issued under this Indenture.

  • Series A Notes is defined in Section 1.

  • Junior Units means any Partnership Unit representing any class or series of Partnership Interest ranking, as to distributions, or rights upon voluntary or involuntary liquidation, dissolution or winding up of the Partnership, junior to Series A Preferred Units.

  • Series D Notes is defined in Section 1.

  • Preferred Units means a Partnership Interest, including the Series A Preferred Units, designated as a “Preferred Unit,” which entitles the holder thereof to a preference with respect to distributions, or as to the distribution of assets upon any Liquidation Event, over Common Units.

  • 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.

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

  • Capital Interests means any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, including, without limitation, with respect to partnerships, partnership interests (whether general or limited) and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership.

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

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

  • Series B Debentures means the $200 million aggregate principal amount of 4.903% Series B senior unsecured debentures of the Trust due July 5, 2023.

  • Preferred ’ means any of the above securities that are publicly traded on a recognized securities exchange and the securities have a rating of ‘‘A’’ or above. If the securities are not ‘‘Preferred,’’ they are listed as ‘‘Other.’’

  • Series Assets means, at any particular time, all assets, properties (whether tangible or intangible, and whether real, personal or mixed) and rights of any type contributed to or acquired by a particular Series and owned or held by or for the account of such Series, whether owned or held by or for the account of such Series as of the date of the designation or establishment thereof or thereafter contributed to or acquired by such Series.

  • Series B Preferred Units means the Partnership's 8 5/8% Series B Cumulative Redeemable Partnership Units.