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

  • The Company shall have filed the Series A COD with the Secretary of State of the State of Delaware, and the Series A COD shall remain in full force and effect as of the Closing.

  • As of the Transaction Closing Date, the equity securities issued to holders (including the Holder) upon exchange or reclassification of their respective Existing Preferred Shares shall be comprised only of the Special Series A Shares (with designations, powers, preferences, rights, privileges, qualifications and restrictions substantially in the form of the Special Series A COD attached as Exhibit A to the Agreement).

  • The Purchaser acknowledges and agrees that no public market exists (and it is likely that none will ever exist) for the Series A Preferred Stock and the share of Series A Preferred Stock is subject to transfer restrictions as set forth in the Series A COD.

  • The board of directors of Parent has determined that the A&R Series A COD and the Series B COD and the filing thereof with the Secretary of State of the State of Delaware has been approved and is in the best interests of Parent, and has recommended that the requisite stockholders of Parent approve the A&R Series A COD and the Series B COD, and such approval has not been amended, rescinded or modified.

  • The stockholders of Parent whose consent is necessary to approve the A&R Series A COD and the Series B COD and the filing thereof have so consented to and approved the A&R Series A COD and the Series B COD and the filing thereof.

  • The Purchaser acknowledges and agrees that no public market exists for the Series A Preferred Stock and the share of Series A Preferred Stock is subject to transfer restrictions as set forth in the Series A COD.

  • The Purchasers acknowledge and agree that no public market exists for the Series A Preferred and the share of Series A Preferred is subject to transfer restrictions as set forth in the Series A COD.

  • It is agreed by the parties that the Company shall, within twenty (20) days of the execution of this Agreement, amend the Series A COD (the “Amended Series A COD”) to include a 9.99% beneficial ownership limitation provision which provision may be waived by Monaker with 61 days prior written notice to the Company.

  • If the Offering is consummated, the Company agrees to amend the Series A COD to provide that the then-current Conversion Price (as defined in the Series A COD) shall be reduced to equal to the Public Offering Price should such Public Offering Price be lower than the then-current Conversion Price.

  • All questions concerning the construction, validity, enforcement and interpretation of the Series A COD shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.


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 Preferred Stock” means the Series A preferred stock of the Company, par value $0.0001 per share.
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Series A COD means the Certificate of Designation governing the Series A Preferred Stock, as amended, modified, restated or supplemented from time to time.
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Series A COD means the Amended and Restated Certificate of Designations of Series A Preferred Stock, dated May 20, 2019.
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Series A COD has the meaning set forth in the recitals.
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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...
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Related to Series A COD

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

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

  • Series A Convertible Preferred Stock means the Series A Convertible Preferred Stock, $0.001 par value per share, of the Corporation.

  • Series A Certificate of Designations means the Certificate of Designations of Series A Preferred Stock of the Company.

  • Series A-1 Preferred Stock means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share.

  • 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.

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

  • 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.

  • Series A Preferred means the Series A Convertible Preferred Stock of the Company, par value $0.01 per share.

  • Series A Preferred Unit means a Preferred Unit having the designations, preferences, rights, powers and duties set forth in Article XVI.

  • Series A Preferred Units has the meaning assigned to such term in Section 5.11(a).

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

  • Series A Junior Securities means any class or series of Partnership Interests that, with respect to distributions on such Partnership Interests and distributions upon liquidation of the Partnership, ranks junior to the Series A Preferred Units, including Common Units and Non-Voting Common Units, but excluding any Series A Parity Securities and Series A Senior Securities.

  • Series A Shares means Series A currency hedged mutual fund shares and/or Series A non-currency hedged mutual fund shares of a fund, as applicable.

  • Series A Redemption Date has the meaning set forth in Section 16.6.

  • Series C Preferred Units shall have the meaning provided in Section 1.

  • Series A-1 Preferred Shares means the Company’s series A-1 preferred shares, par value US$0.00001 per share.

  • Series A Notes is defined in Section 1.

  • Series C Preferred means the Company's Series C Preferred Stock, par value $0.01 per share.

  • Series B Preferred means the Company’s Series B Preferred Stock, par value $0.001 per share.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series C Preferred Stock means shares of the Company’s Series C Preferred Stock, par value $0.001 per share.

  • 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.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

  • Series B Preferred Units shall have the meaning provided in Section 1.