Series A COD definition

Series A COD means a certificate of designation in substantially the form of the Certificate of Designation attached as an exhibit to the Amended and Restated Securities Purchase Agreements, dated as of February 23, 2018, each between the U.S. Borrower, on the one hand, and The Spruce House Partnership LP and others, on the other hand.

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Series A COD shall have the meaning ascribed to such term in Section 2.1(a).

Series A COD means the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Buyer filed with the Secretary of State of the State of Delaware, as amended, modified or supplemented from time to time.

Examples of Series A COD in a sentence

• Immediately upon the Closing, the Company shall reserve from its duly authorized and unissued Common Stock a number of shares equal to five (5) times the number of shares of Common Stock then issuable upon conversion of all the Series A issued pursuant to the Series A COD at the Floor Price (as that term defined in the Series A COD) subject to adjustment adjusted pursuant to the terms of the Series A COD (the “Reserved Amount”).

• The Conversion Shares, when issued upon conversion of the Series A Shares in accordance with the terms of the Series A COD will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

• Prior to providing a Purchaser with any material non-public information (including any Pre-Notice or Subsequent Financing provided for under the Series A COD (as those terms are defined in the Series A COD), the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit D (“Consent”) which shall not include any material non-public information.

More Definitions of Series A COD

Series A COD means the Amended and Restated Certificate of Designations of Series A Preferred Stock, dated May 20, 2019.

Series A COD means a certificate of designation in substantially the form of the Certificate of Designation attached as an exhibit to the Amended and Restated Securities Purchase Agreements, dated as of February 23, 2018, each between the U.S. Borrower, on the one hand, and The Spruce House Partnership LP and others, on the other hand. “Significant Subsidiary” means any Restricted Subsidiary of the U.S. Borrower other than a Non- Credit Party that did not, as of the last day of the fiscal quarter of the U.S. Borrower most recently ended for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b), have individually, either (i) assets with a value in excess of 7.5% of total assets of, or (ii) revenues in an amount in excess of 7.5% of the total revenues of, the U.S. Borrower and its Restricted Subsidiaries on a consolidated basis for the Testing Period most recently ended . “Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, to which the U.S. Borrower, any Subsidiary of the U.S. Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the U.S. Borrower, any Subsidiary of the U.S. Borrower or any ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan, but does not include a Canadian Pension Plan. “SPC” has the meaning provided in Section 11.06(f). “Special Purpose Receivables Subsidiary” shall mean a direct or indirect Subsidiary of the U.S. Borrower established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the U.S. Borrower or any of the Restricted Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event the U.S. Borrower or any such Restricted Subsidiary becomes subject to a proceeding under the Bankruptcy Code (or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law). “Specified Acquisition Agreement Representations” means, with respect to the Target Companies, the representations and warranties made by, or with respect to, the Target Companies in the Target Acquisition Agreement as are material to the interests of the Lenders in their capa...

Series A COD means the Certificate of Designation governing the Series A Preferred Stock, as amended, modified, restated or supplemented from time to time.

Series A COD means the Amended and Restated Certificate of Designations of Series A Preferred Stock, dated May 20, 2019. “Series A Preferred Stock” means the Series A preferred stock of the Company, par value $0.0001 per share.

Series A COD has the meaning set forth in the recitals.