Series A Preferred Stock Certificate of Designation definition

Series A Preferred Stock Certificate of Designation means the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Redeemable Preferred Stock of the Corporation, dated as of the date hereof.

Series A Preferred Stock Certificate of Designation means, collectively, (a) the Certificate of Designations of Convertible Participating Preferred Stock, Series A-1 dated as of the Sixth Amendment Effective Date and as in effect as of such date and (b) the Certificate of Designations of Convertible Participating Preferred Stock, Series A-2 dated as of the Sixth Amendment Effective Date and as in effect as of such date.

Series A Preferred Stock Certificate of Designation means the Certificate of Designation of the Series A Convertible Preferred Stock.

Examples of Series A Preferred Stock Certificate of Designation in a sentence

• In accordance therewith, Purchaser hereby agrees to pay, issue and deliver to o Seller, pursuant to the terms set forth in Section 3.2, 42,500 shares of its series a preferred stock to the Seller, which such terms will be more fully set forth in the Series A Preferred Stock Certificate of Designation to be filed with the Secretary of State of the State prior to the Closing Date (the “Purchase Price”).

• The terms of the Series A Preferred Stock shall be governed by the Series A Preferred Stock Certificate of Designation.

• The rights of Subscribers set forth in this Section 2(d) are in addition to any other rights the Subscribers have pursuant to this Agreement, the Series A Preferred Stock Certificate of Designation or the Warrants, and any other agreement referred to or entered into in connection herewith or to which Subscribers and Company are parties.

• Each share of Series A Preferred Stock is convertible at any time at the holder’s option into one share of common stock, which conversion ratio will be subject to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations and other similar transactions as specified in the Series A Preferred Stock Certificate of Designation.

• With certain statutory exceptions, as described in the Series A Preferred Stock Certificate of Designation, the shares of Series A Preferred Stock have no voting rights.

• The rights of Subscribers set forth in this Section 2(d) are in addition to any other rights the Subscribers have pursuant to this Agreement, the Series A Preferred Stock Certificate of Designation, the Series B Stock Certificate of Designation or the Warrants, and any other agreement referred to or entered into in connection herewith or to which Subscribers and Company are parties.

• Simultaneous with Closing, the Series A Preferred Stockholders (together, “Series A Preferred Stockholders” and each a “Series A Preferred Holder”) shall convert their respective Series A Preferred Stock into Common Stock at the Premium Conversion Ratio as outlined in Section 4(b) of the Series A Preferred Stock Certificate of Designation (the “Series A Preferred Certificate”) on file with the Secretary of State of the state of Nevada.

• By Name: [•] Title: [•] [Signature Page to the Series A Preferred Stock Certificate of Designation] This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of [•], 2018, and effective as of January 1, 2019 (the “Effective Date”), is made by and between NEW SENIOR INVESTMENT GROUP INC., a Delaware corporation (the “Company”), and FIG LLC, a Delaware limited liability company (“Service Provider”).

• Immediately following the conversion of the Series B Preferred Stock into shares of Common Stock, the Company shall convert the Series A Preferred Stock into shares of Common Stock in the manner set forth in section 4(b) of the Series A Preferred Stock Certificate of Designation, as amended.

• The rights and preferences of the Series A Preferred Stock are set forth in the Series A Preferred Stock Certificate of Designation (the “Certificate of Designation”) attached hereto as ExhibitB.

More Definitions of Series A Preferred Stock Certificate of Designation

Series A Preferred Stock Certificate of Designation means that certain Certificate of Designation, Powers, Preferences and Rights of Series A Preferred Stock filed with the Secretary of State of the State of Delaware on the date hereof.

Series A Preferred Stock Certificate of Designation has the meaning specified in the Recitals.

Series A Preferred Stock Certificate of Designation means the Statement of Designations setting forth the terms of the Series A Preferred Stock included within the Amended and Restated Certificate of Incorporation.

Series A Preferred Stock Certificate of Designation means the Certificate of the Designations, Powers, Preferences and Rights of the Purchaser Series A Preferred Stock, to be filed by Purchaser on the Closing Date, as set forth in SECTION 2.2 hereof.

Series A Preferred Stock Certificate of Designation means the Statement of Preferences and Rights setting forth the terms of the Series A Preferred Stock included within the Amended and Restated Certificate of Incorporation.

Series A Preferred Stock Certificate of Designation means the Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Redeemable Preferred Stock of the Corporation, dated as of the date hereof. “Series B Preferred Stock” shall mean the Series B Convertible Redeemable Preferred Stock of the Corporation. “Share Delivery Date” shall have the meaning set forth in Section 6(c). “Stated Value” shall have the meaning set forth in Section 2. “Subsidiary” means any subsidiary of the Corporation as set forth on Schedule 3.1(a) of the Purchase Agreement and shall, where applicable, also include any direct or indirect subsidiary of the Corporation formed or acquired after the date of the Purchase Agreement. “Successor Entity” shall have the meaning set forth in Section 7(d). “Trading Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Stock, any day on which the Common Stock is traded on the Trading Market, or, if the Trading Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock is then traded, provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time) unless such day is otherwise designated as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price determinations relating to the Common Stock, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities. “Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing). “Transaction Documents” means this Certificate of Designation, the Series A Preferred Stock Certificate of Designation, the Purchase Agreement, the Registration Rights Agreement, the Warrants, the Escrow Agreement, the Financial Advisory Agreement, the Lock-Up Agreements, all exhibit...