Series A Amendment definition

Series A Amendment has the meaning set forth in Section 4.9 hereof.
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Series A Amendment shall have the meaning set forth in the Merger Agreement.
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Series A Amendment shall have the meaning set forth in Section 2.1.6 hereof.
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Examples of Series A Amendment in a sentence

  • On the day the Information Statement is mailed to the stockholders of the Company, the Company shall cause the Series A Amendment to be filed with the Secretary of State of Delaware.

  • Except for shareholder approval of the Series A Amendment, all filings, consents, waivers, authorizations, licenses, permits, certificates and approvals of any Person required to have been made or obtained on or prior to the Closing Date in connection with the execution, delivery and performance of this Agreement, all of which are set forth on Schedule 3(f) hereto, shall have been duly made or obtained and shall be in full force and effect on the Closing Date.

  • For the avoidance of doubt, the effectiveness of this Agreement is conditioned on (i) the closing of a Minimum Capital Raise; (ii) the approval of the Certificate Proposal by the Board of Directors and Stockholders; (iii) the effectiveness of the Certificate Amendment and (iv) the delivery to the Series 2023 Noteholders of the fully executed Series A Amendment.

  • The representations and warranties of the Company contained in this Agreement and any schedule, certificate or other document delivered pursuant hereto or thereto or in connection with the transactions shall survive the effectiveness of the Series A Amendment and the issuance of the Warrants.

  • If any Action shall be brought against any Indemnified Party in respect of which indemnity may be sought pursuant to this Agreement or the Series A Amendment, or the Warrants, such Indemnified Party shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to such Indemnified Party.

  • Promptly after receipt of the required shareholder approval, the Company shall file the Series A Amendment with the Registrar of Corporations of Yukon Territory, Canada (the "Registrar").

  • The Board shall have adopted the resolutions embodied in the Series A Amendment; and the Investors shall have received a copy of the Series A Amendment, certified as of the Closing by the Secretary of the Company; and the Series A Amendment shall have been filed with the Secretary of State of Delaware, and its terms shall have become effective, and the Investors shall have received a copy of the Series A Amendment, certified by the Secretary of State of Delaware.

  • As and solely to the extent required by applicable law, as promptly as possible following the effective date of the termination of registration of the Common Stock under Section 12(g) of the Exchange Act, Holdings shall seek the adoption and approval of its stockholders, by written consent or by vote taken at a duly called meeting of stockholders, of the Series A Amendment, the Authorized Shares Amendment and, if applicable, the other transactions contemplated by the Restructuring.

  • Immediately upon the effectiveness of the Schedule 14C, the Company shall file the Restated Certificate of Incorporation, in substantially the form set forth in EXHIBIT E hereto, including the Series A Amendment in substantially the form set forth in EXHIBIT A hereto.

  • THIRD: All of the holders of the Series A Preferred Stock of the Corporation approved and consented, as a class, the Series A Amendment by pursuant to an Agreement to Suspend Dividends and Consent in May 2003.


More Definitions of Series A Amendment

Series A Amendment means the Certificate of Amendment of the Amended Certificate of Designation for the Series A Preferred Stock substantially in the form of Exhibit G hereto.
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Series A Amendment has the meaning ascribed thereto in Section 3(a).
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Series A Amendment means the Certificate of Amendment to Series A Certificate of Designation in the form attached hereto as Exhibit B pursuant to which each share of Strawberry Series A Preferred is converted, contemporaneously with the Effective Time, into 2197.49 shares of Strawberry Common Stock.
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Series A Amendment means the amendment of the terms of the Series A Convertible Preferred as set forth in the Certificate of Designation, Powers, Preferences and Rights of the Series A Convertible Preferred Stock attached hereto as EXHIBIT A, as amended, modified or restated from time to time, setting forth the rights and preferences of the Series A Convertible Preferred.
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Related to Series A Amendment

  • Series A Certificate of Designations means the Certificate of Designations with respect to the Series A Preferred Stock adopted by the Board of Directors and duly filed with the Secretary of State of the State of Delaware on or before the Payment Date substantially in the form attached hereto as Exhibit C.

  • Series A Certificate of Designation means the Certificate of Designation of Series A Cumulative Convertible Preferred Shares of the Company as in effect on the date hereof.

  • Major Amendment means any change which is not a minor amendment.

  • ESG Amendment has the meaning specified in Section 2.18.

  • Series B Certificate of Designations means the Certificate of Designations of the Series B Cumulative Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on or prior to the date hereof.

  • Series B Certificate of Designation means the Certificate of Designation of Series B Cumulative Convertible Preferred Shares of the Company as in effect on the date hereof.

  • Certificate of Amendment means the Certificate of Amendment of the Company, the form of which is attached as Exhibit A.

  • L/C Amendment Application means an application form for amendment of outstanding standby or commercial documentary letters of credit as shall at any time be in use at the Issuing Bank, as the Issuing Bank shall request.

  • Addendum / Amendment means any written amendment / addendum /corrigendum to this RFP, from time to time issued by NMRC to the prospective bidders

  • Order Amendment means Our Authorised Order Amendment or series of Order Amendments, each Order Amendment having precedence over any earlier Order Amendment.

  • Price amendment means the amendment to a registration statement filed under the Securities Act of 1933 or, if an amendment is not filed, the prospectus or prospectus supplement filed under the Securities Act of 1933 that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price.

  • Tariff Amendment means an amendment made by XXXXX, from time to time, to the tariff applicable to this Licence, on notice to the Licensee.

  • Conversion Agreement shall have the meaning set forth in the Recitals.

  • Incremental Amendment has the meaning set forth in Section 2.14(f).

  • Incremental Facility Amendment has the meaning specified in Section 2.14(d).

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • Extension Amendment has the meaning set forth in Section 2.16(d).

  • Fundamental Amendment means any amendment, modification, waiver or supplement of or to this Agreement that would (a) release any material portion of the Collateral, except in connection with dispositions permitted hereunder, (b) alter the terms of Section 2.4(a), the last sentence of Section 2.6, Section 2.9 or Section 8.3 or any related definitions or provisions in a manner that would alter the effect of such Sections, (c) modify the definition of the “Required Lenders” or “Majority Lenders” or modify in any other manner the number or percentage of the Lenders required to make any determinations or waive any rights hereunder or to modify any provision hereof, (d) modify the definition of the terms “Advance Rate”, “Applicable Margin”, “Borrowing Base”, “Effective Advance Rate”, “Excess Concentration Amount”, “Facility Termination Date”, “First Lien Loan”, “Fundamental Amendment”, “Lender Allocation Percentage”, “Maximum Portfolio Advance Rate”, “Minimum Equity Test”, “Refinancing Date” or “Weighted Average Advance Rate”, in each case in a manner which would have the effect of making more credit available to the Borrower, or make such provision less restrictive on the Borrower in any other material fashion, (e) modify or alter the provisions providing for pro rata treatment of Advances, reductions in the Facility Amount or Commitments, allocation of Commitments in connection with an extension of the Revolving Period, allocation of payments and Advances to non-Defaulting Lenders or allocation of payments as, respectively, set forth in Sections 2.4, 2.5, 2.6, 2.9, 2.10, 4.1 and 8.3 or (f) materially modify the form or details of the reporting obligations hereunder in a manner that reduces the reporting requirements.

  • Articles of Amendment means the Articles of Amendment relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Series A Warrants means, collectively, the Series A Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series A Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series A Warrants shall be exercisable beginning immediately and have a term of exercise equal to six (6) months, in the form of Exhibit B-1 attached hereto.

  • Amendment Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Incremental Commitment Agreement means each Incremental Commitment Agreement in the form of Exhibit R (appropriately completed) executed and delivered in accordance with Section 2.14.

  • Certificate of Designations means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Incremental Term Loan Amendment has the meaning assigned to such term in Section 2.20.

  • First Amendment Date means October 29, 2021.

  • Fifth Amendment means that certain Fifth Amendment to Credit Agreement, dated as of December 14, 2017, among Holdings, the Borrower, the Administrative Agent and the Lenders, Letter of Credit Issuers and other Credit Parties party thereto.