Series A Change of Control Conversion Right definition

Series A Change of Control Conversion Right has the meaning given such term in Section 16.11(a).
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Series A Change of Control Conversion Right means the right of a Series A Holder to convert some or all of the Series A Preferred Units held by such holder on the Series A Change of Control Conversion Date into a number of Common Units per Series A Preferred Unit pursuant to Section 16.4.
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Series A Change of Control Conversion Right to convert some or all of the Series A Preferred Units held by such Series A Holder on the Series A Change of Control Conversion Date into a number of Common Units per Series A Preferred Unit that is an amount equal to the Series A Conversion Ratio (such number of Common Units, the “Series A Common Unit Conversion Consideration”), unless the Partnership provides notice of its election to redeem all of the Outstanding Series A Preferred Units prior to the expiration of the Partnership’s redemption right contained in Section 16.5(a)(ii). The “Series A Change of Control Conversion Date” shall be the date fixed by the General Partner, in its sole discretion, as the date the Series A Preferred Units are entitled to be converted to Series A Conversion Common Units as provided in this Section 16.11. 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 the notice to Series A Holders of the Series A Change of Control Conversion Right under Section 16.11(b).
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Examples of Series A Change of Control Conversion Right in a sentence

  • If, prior to the Series A Change of Control Conversion Date (as defined below), the Corporation has provided notice of its election to redeem some or all of the shares of Series A Preferred Stock (whether pursuant to Section 6(B) or Section 6(C)), the holders of Series A Preferred Stock will not have the Series A Change of Control Conversion Right (as defined below) with respect to the shares of Series A Preferred Stock called for redemption.

  • In connection with the exercise of any Series A Change of Control Conversion Right, the Corporation shall comply with all federal and state securities laws and stock exchange rules in connection with any conversion of Series A Preferred Stock into shares of Common Stock or other property.

  • For the avoidance of doubt, subject to the immediately succeeding sentence, the aggregate number of shares of Common Stock (or equivalent Alternative Conversion Consideration (as defined below), as applicable) issuable or deliverable, as applicable, in connection with the exercise of the Series A Change of Control Conversion Right will not exceed 19,768,000 shares of Common Stock (or equivalent Alternative Conversion Consideration, as applicable).

  • Holders of Series A Preferred Stock may withdraw any notice of exercise of a Series A Change of Control Conversion Right (in whole or in part) by a written notice of withdrawal delivered to the transfer agent of the Corporation prior to the close of business on the Business Day prior to the Series A Change of Control Conversion Date.


More Definitions of Series A Change of Control Conversion Right

Series A Change of Control Conversion Right has the meaning assigned such term in Section 5.12(l). “Series A Common Unit Conversion Consideration” has the meaning assigned such term in Section 5.12(l)(i).
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Series A Change of Control Conversion Right to convert some or all of the Series A Preferred Units held by such Series A Holder on the Series A Change of Control Conversion Date into a number of Common Units per Series A Preferred Unit to be converted that is equal to the Series A Conversion Rate (such number of Common Units, the “Series A Common Unit Conversion Consideration”), unless the Partnership provides notice of its election to redeem Series A Preferred Units pursuant to Section 16.5 prior to the expiration of the Series A Change of Control Redemption Period.
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Series A Change of Control Conversion Right has the meaning assigned such term in Section 5.12(l).
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Series A Change of Control Conversion Right has the meaning assigned such term in Section 5.12(l).
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Related to Series A Change of Control Conversion Right

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • Early Preference Share Redemption Event means the event that occurs if:

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Notes and the Securities issued together with the Notes), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Early Preference Share Redemption Notice means a notice of early redemption of some or all of the Preference Shares given by or on behalf of the Company in accordance with Condition 6 (Notices).

  • Early Preference Share Redemption Date means the day falling ten Business Days after the Early Preference Share Valuation Date.

  • Conversion Right has the meaning set forth in Section 4.05(a) hereof.

  • Company Conversion Price means, as of any date of determination, the price which shall be the lower of (i) the applicable Conversion Price and (ii) that price computed as 90% of the arithmetic average of the Weighted Average Price of the Common Stock on each of the ten (10) consecutive Trading Days ending on the Trading Day immediately preceding the applicable Company Redemption Date (each a “Company Conversion Measuring Period”). All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination or other similar transaction that proportionately decreases or increases the Common Stock during such Company Conversion Measuring Period.

  • Final Preference Share Redemption Date means the date that falls twenty Business Days following the Valuation Date on which the Calculation Agent has determined the Final Preference Share Redemption Amount or, if earlier, the first Auto-Call Valuation Date on which an Auto-Call Trigger Event has occurred.

  • Early Preference Share Redemption Amount means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency calculated by the Calculation Agent as the fair market value (calculated without taking into account the creditworthiness of the Company) of a Preference Share as of the Early Preference Share Valuation Date taking into account such factor(s) as the Calculation Agent determines appropriate, including, but not limited to, the relevant Early Preference Share Redemption Event after deducting any Associated Costs (to the extent not already reflected in such fair market value).

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Change of Control Put Date shall have the meaning specified in Section 11.1.

  • Conversion Period means the period of time commencing on the eighth day after the Offer Date and terminating on the Expiry Date;

  • Change of Control Put Period means the period of 45 days after a Change of Control Put Event Notice is given;