Examples of Series A Required Holders in a sentence
No adjustment in the Conversion Price shall be made in respect of the issuance of Additional Shares of Common Stock (a) unless the consideration per share (determined pursuant to Section 9.4.6) for an Additional Share of Common Stock issued or deemed to be issued by the Corporation is less than the applicable Conversion Price in effect on the date of, and immediately prior to, such issue or (b) if prior to such issuance the Series A Required Holders give a written waiver of such adjustment.
Any election by the Series A Required Holders pursuant to this Section A.5(a) shall be made by written notice to the Corporation and the other holders of Designated Preferred Stock at least fifteen (15) days prior to the date elected by the Series A Required Holders for redemption (the “Series A Redeemable Redemption Date”).
In the event of (a) any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, or (b) unless agreed otherwise in writing by the Series B Required Holders and the Series A Required Holders, a merger or consolidation of the Corporation, distributions to the stockholders of the Corporation shall be made in the following manner.
The Series A Required Holders or the Series B Required Holders respectively may, at any time upon written notice to the Corporation, waive any notice provisions specified herein for the benefit of the holders of such series of Designated Preferred Stock, and any such waiver shall be binding upon all holders of Series Redeemable Preferred Stock or Series B Preferred Stock, respectively.
Any election pursuant to this Section A.3(c) by a Series A Required Holders or the Series B Required Holders shall be made by written notice to the Corporation at least five (5) days prior to the closing of the relevant transaction.
The provisions of these terms relating to the Series A Preferred Stock may not be amended, modified or waived without the written consent or affirmative vote of the Series A Required Holders; PROVIDED, HOWEVER, that any amendment reducing or postponing the payment of dividends or redemptions or postponing or increasing the amount of the Conversion Price shall require the written consent or affirmative vote of holders of 90% of the then outstanding shares of Series A Preferred Stock.
The Series A Required Holders may elect to have all (but not less than all) of the outstanding shares of Designated Preferred Stock redeemed (A) on or at any time after March 3, 2011 (the “Series A Redeemable Maturity Date”) or (B) upon the closing of the Corporation’s IPO.
The Series A Required Holders may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of the Series A Mandatory Payment Price or Liquidation Value and Accruing Dividends, as applicable, that have become payable solely because of acceleration.
If such parties are unable to reach agreement within ten (10) Business Days after the occurrence of an event requiring valuation (the “Valuation Event”), the fair value of such consideration will be determined within five (5) Business Days after the tenth (10th) Business Day following the Valuation Event by an independent, reputable appraiser jointly selected by the Partnership and the Series A Required Holders.
In addition to any other vote or consent required herein or by law, no amendment, modification or waiver of any of the terms or provisions of the Series A Preferred shall be binding or effective without the prior written consent of the Series A Required Holders, and no change in the terms thereof may be accomplished by merger or consolidation of the Corporation with another corporation or entity unless the Corporation has obtained the prior written consent of the Series A Required Holders.