Series A Interest definition
Examples of Series A Interest in a sentence
No Person, other than a Person who holds a Series A Interest, shall have any claim on or any right to any assets allocated solely to the Series A Interests.
Pursuant to any limitations on the transfer contained in the Securityholder Agreement dated March 19, 2004, by and among AmerAlia, Soda, Holdings and Sentient LP’s predecessors in interest, AmerAlia consents to the transfer of the Soda Series A Debenture and the Soda Series A Interest to Sentient LP.
Further, no Holder of a Beneficial Interest may transfer, assign, pledge, or hypothecate any portion of such interest to another party unless such Holder also transfers, assigns, pledges, or hypothecates the same pro rata share of its Liquidation Trust Series A Interest to the same party.
The obligations purchased by Sentient LP, i.e., the Soda Series A Debenture and the Soda Series A Interest have been transferred to Sentient LP and are registered on Holdings’ books and records (noted as owned by Sentient LP) so that interest accrued and paid thereon (as provided in the Series A Debentures) will qualify as “portfolio interest” obligation within the meaning of Section 871(h) of the Internal Revenue Code of 1986, as amended.
Subject to the terms and conditions contained herein, effective March 31, 2008 Fund III purchases from Sentient LP the Sentient LP Series A Interest and effective the same date, Sentient LP sells, assigns, transfers and delivers to Fund III the Sentient LP Series A Interest, free and clear of all liens, pledges, charges or encumbrances of any nature.
Pursuant to any limitations on the transfer contained in the Securityholder Agreement dated March 19, 2004, by and among AmerAlia, Soda, Holdings and Sentient LP’s predecessors in interest, Soda consents to the transfer of the Soda Series A Debenture and the Soda Series A Interest to Sentient LP.
Sentient LP owns the Sentient LP Series A Interest free and clear of all liens, claims and encumbrances and as a result of this Agreement, Fund III will own the Sentient LP Series A Interest free and clear of all liens, claims and encumbrances except those in favor of Fund III.
From time to time, at the request of the other party, he or it will, without further consideration, execute and deliver such further instruments of conveyance, assignment, and transfer, assumption, or agreement to perform and discharge, pay, encumber or indemnify, as appropriate, in order to more effectively convey and transfer the Soda Series A Debenture and the Soda Series A Interest to Sentient LP.
Fund III is willing to purchase (i) the AmerAlia Series A Interest, and (ii) the Sentient LP Series A Interest, on the terms set forth below.
Sentient LP will hold any payments it receives from or on behalf of Holdings on the Series A Debentures owned by Sentient LP in trust for the benefit of Fund III and Sentient LP agrees that such amounts will be paid to Fund III until it has been paid the Sentient LP Series A Interest, in full.