Series A Exchange definition

Series A Exchange means the exchange offer pursuant to which the Series A Preferred Stock shall be exchanged for Common Stock pursuant to the terms and conditions of such exchange offer made by the Company to each of the holders of Series A Preferred Stock;
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Series A Exchange shall have the meaning set forth in Section 2.2(b) hereof.
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Series A Exchange means the exchange of Series A Preferred Stock pursuant to the exchange offer described in the Corporation’s Registration Statement (No. 333-160985) filed with the Securities and Exchange Commission.
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Examples of Series A Exchange in a sentence

  • DLJ has delivered to the board of directors of STC its written opinion to the effect that, as of the date hereof, the Common Exchange Ratio, the Series A Exchange Ratio and the Series B Exchange Ratio to be offered to the stockholders of STC in the proposed transaction are fair to such stockholders from a financial point of view.

  • To the extent that a holder’s Series A Preferred Units would otherwise be redeemed for a number of Common Units that would exceed the Series A Exchange Cap, the Partnership shall pay in cash to such holder an amount equal to the VWAP Price as of the Series A Redemption Date multiplied by the number of Common Units that are not so issued but would otherwise be issuable as part of the Series A Redemption Consideration absent such Series A Exchange Cap or Securities Law Prohibition.

  • To the extent that a holder’s Series A Preferred Units would otherwise be converted into a number of Common Units that would exceed the Series A Exchange Cap, the Partnership shall pay in cash to such holder an amount equal to the VWAP Price as of the Series A Maturity Date multiplied by the number of Common Units that are not so issued but would otherwise be issuable as part of the Series A Conversion Consideration absent such Series A Exchange Cap or Securities Law Prohibition.

  • For the elimination of doubt, the foregoing limitations shall not apply with respect to any such transaction undertaken in connection with a Qualified Series A Exchange or a Qualified Issuance.

  • Xxxxxx Brothers has delivered to the board of directors of CGI its written opinion to the effect that, as of the date hereof, each of the Common Exchange Ratio, the Series A Exchange Ratio and the Series B Exchange Ratio is fair to the holders of shares of CGI Common Stock from a financial point of view.

  • In the training example, this would entail adding a second source of randomization that explicitly modifies the incentive to work but does not otherwise affect the endogenous outcome.

  • Each share of Series A Preferred Stock of Company ("Series A Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be cancelled pursuant to Section 2.4(b) and any Dissenting Shares) will be cancelled and extinguished and be converted automatically into the right to receive 0.142636 shares of Parent Common Stock (the "Series A Exchange Ratio").

  • Any Series A Notes that remain outstanding after the consummation of the Exchange Offer, and Series A Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture.

  • Shares of Series A Preferred Stock may only be issued pursuant to this Certificate of Designation and the Series A Exchange Agreement.

  • After giving effect to the Step 2 Sale and the Series A Exchange, the Investor will own in the aggregate 45,000 shares of Series B Preferred Stock.

Related to Series A Exchange

  • Series A Securities means the Company's Series A 9 3/8% Junior Subordinated Deferrable Interest Debentures due May 1, 2028 as authenticated and issued under this Indenture.

  • 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 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 B Securities means the 11-1/2% Senior Notes due 2007, Series B, of the Company to be issued pursuant to this Indenture in exchange for the Series A Securities pursuant to the Registered Exchange Offer and the Registration Rights Agreement.

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

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

  • Series D Notes is defined in Section 1.

  • 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 Issue Price means $39.2253 per Series A Preferred Unit.

  • Series A Parity Securities means any class or series of Partnership Interests that, with respect to distributions on such Partnership Interests or distributions upon liquidation of the Partnership, ranks pari passu with the Series A Preferred Units.

  • 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 Notes is defined in Section 1.

  • 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 A Debentures means the 8.675% Series A Junior Subordinated Deferrable Interest Debentures due February 1, 2027 of the Debenture Issuer issued pursuant to the Indenture.

  • Exchange Debentures has the meaning set forth in Section 2(a) hereof.

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

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

  • Series A Original Issue Price means $1.00 per share, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series A Preferred Stock.

  • Series C Notes is defined in Section 1.

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

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

  • Series A Original Issue Date means the date on which the first share of Series A Preferred Stock was issued.

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

  • Class B Warrants means, collectively, the Common Stock purchase warrants in the form of Exhibit C attached hereto delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which warrants shall be exercisable immediately and have a term of exercise equal to one year.

  • Exchangeable Securities means any securities of any trust, limited partnership or corporation other than the Trust that are convertible or exchangeable directly for Units without the payment of additional consideration therefor;