Series A Change of Control means the occurrence of any of the following:
Series A Change of Control means the occurrence of any of the following events: (a) KNOT or Affiliates of KNOT have ceased, directly or indirectly, in one or more series of related transactions, to own more than 50% of the voting equity interests of the General Partner (the Person, if any, acquiring more than 50% of the voting equity interests of the General Partner, and each Person, if any, that subsequently acquires more than 50% of the voting power or economic interest of the General Partner, is hereinafter referred to as a “New GP Owner”), if such transactions give such New GP Owner more than 50% of the voting equity interests in the General Partner and the right to elect more than half of the members of the board of directors of the General Partner; (b) any sale, lease, transfer, conveyance or other disposition by the Partnership, in one or a series of related transactions, of all or substantially all of the assets of the Partnership and its subsidiaries, taken as a whole; (c) the removal of KNOT Offshore Partners GP LLC as the General Partner of the Partnership, except for cases in which any successor General Partner is an Affiliate of KNOT or of any Series A Preferred Unitholder or their respective Affiliates; (d) at any time during the first five years following the Initial Series A Issuance Date, KNOT (directly or indirectly) fails to own at least of 25% of the then outstanding Common Units and General Partner Units on an aggregate basis; or (e) at any time when the Common Units are no longer listed or admitted to trading on a National Securities Exchange; provided, however, that no Partnership Restructuring Event shall constitute a Series A Change of Control.
Series A Change of Control has the meaning set forth in the Partnership Agreement.
Examples of Series A Change of Control in a sentence
At such time as the Company has paid the Series A Change of Control Consideration or Series A Liquidation Preference, as the case may be, such Series A Preferred Mirror Unit shall be automatically cancelled and shall thereafter cease to represent any entitlement or equity interest in the Company.
More Definitions of Series A Change of Control
Series A Change of Control means the occurrence of any of the following events after the Series A Original Issue Date:
Series A Change of Control means the occurrence of any of the following events: (a) KNOT or Affiliates of KNOT have ceased, directly or indirectly, in one or more series of related transactions, to own more than 50% of the voting equity interests of the General Partner (the Person, if any, acquiring more than 50% of the voting equity interests of the General Partner, and each Person, if any, that subsequently acquires more than 50% of the voting power or economic interest of the General Partner, is hereinafter referred to as a “New GP Owner”), if such transactions give such New GP Owner more than 50% of the voting equity interests in the General Partner and the right to elect more than half of the members of the board of directors of the General Partner; (b) any sale, lease, transfer, conveyance or other disposition by the Partnership, in one or a series of related transactions, of all or substantially all of the assets of the Partnership and its subsidiaries, taken as a whole; (c) the removal of KNOT Offshore Partners GP LLC as the General Partner of the Partnership, except for cases in which any successor General Partner is an Affiliate of KNOT or of any Series A Preferred Unitholder or their respective Affiliates; (d) at any time during the first five years following the Initial Series A Issuance Date, KNOT (directly or indirectly) fails to own at least of 25% of the then outstanding Common Units; provided, however, that no Partnership Restructuring Event shall constitute a Series A Change of Control.
Series A Change of Control means a Change of Control Transaction or any of the following:
Series A Change of Control. Conversion Date” shall be the 107 date fixed by the General Partner, in its sole discretion, as the date the Series A Preferred Units are to be converted to Series A Conversion Units. Such Series A Change of Control Conversion Date shall be a Business Day that is no fewer than 20 days nor more than 35 days from the date on which the Partnership provides to the Series A Holders notice of the Series A Change of Control Offer.
Series A Change of Control means if any of the following occur:
Series A Change of Control means the occurrence of an event specified in clause (a) or (b) of the definition of Fundamental Change (after giving effect to the proviso applicable to clause (b)(ii) of the definition thereof but not giving effect to the proviso immediately following clause (d) of the definition thereof). “Series A Change of Control Consideration” has the meaning set forth in Section 17.09(b). “Series A Change of Control Effective Date” has the meaning set forth in Section 17.09(a). “Series A Change of Control Election” has the meaning set forth in Section 17.09(a). “Series A Change of Control Notice” has the meaning set forth in Section 17.09(b). “Series A Conversion Date” has the meaning set forth in Section 17.06(b). “Series A Conversion Price” means $8.70, as such price may be adjusted pursuant to the provisions of Section 17.07. “Series A Corporation Preferred Shares” means the Series A cumulative convertible preferred stock of the Corporation, par value $0.00001 per share. “Series A Distribution Payment Date” means June 30 and December 31 of each year (except that if such date is not a Trading Day, the payment date shall be the next succeeding Trading Day).
Series A Change of Control means “Change of Control” as defined in the Series A Certificate of Designation.