Series B Exchange Agreement definition

Series B Exchange Agreement means the Series B Exchange Agreement to be entered into between the Company and SEACOR in connection with the retirement of the Series B Preferred Shares prior to the Spin-Off.
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Series B Exchange Agreement means the Agreement of Tender, Exchange and Transmittal of Series B Stock in the form attached hereto as Exhibit A.
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Series B Exchange Agreement means the Exchange Agreement, dated as of November 27, 2023, between the Company and the other signatory thereto.
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Examples of Series B Exchange Agreement in a sentence

  • The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated to be conducted by the Company and each of its Subsidiaries on the Series B Exchange Agreement Effective Date or any business substantially related or incidental thereto.

  • The Company shall not, directly or indirectly, without the prior written consent of the Required Holders, (i) issue any Series B Preferred Shares (other than as contemplated by the Series B Exchange Agreement and this Certificate of Designations), or (ii) issue any other securities that would cause a breach or default under this Certificate of Designations.

  • Without limiting any provision of Section 7 or Section 14, if the Company at any time on or after the Series B Exchange Agreement Effective Date combines (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately increased.

  • To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Certificate of Designations and the Series B Exchange Agreement.

  • Without limiting any provision of Section 7 or Section 14, if the Company at any time on or after the Series B Exchange Agreement Effective Date subdivides (by any stock split, stock dividend, stock combination, recapitalization or other similar transaction) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Conversion Price in effect immediately prior to such subdivision will be proportionately reduced.

  • The Company and each Investor agree that following the Closing the terms of this Section 4(r) shall replace and supersede the terms of Section 4(r) of the Series B Exchange Agreement.

  • The Company and the applicable holders of the Series B Convertible Notes shall have executed the Series B Exchange Agreement, in a form reasonably satisfactory to the Purchasers and substantially in the form attached hereto as Exhibit B, and the parties to the Series B Exchange Agreement shall have received an executed copy thereof.

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

  • As additional consideration to the Purchasers for the exchange of their existing Series B Convertible Notes pursuant to the Series B Exchange Agreement, the Purchasers shall be entitled to the Exchange Payment.

  • If the Corporation enters into a Variable Rate Transaction, despite the prohibition set forth in the Series B Exchange Agreement, the Corporation shall be deemed to have issued Common Stock or Common Stock Equivalents at the lowest possible conversion price at which such securities may be converted or exercised.


More Definitions of Series B Exchange Agreement

Series B Exchange Agreement that certain Exchange Agreement dated as of April 17, 2001 among the Company and the holders of the Series B Preferred Stock.
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Series B Exchange Agreement means the Series B Exchange Agreement entered into simultaneously with the Original Issue Date among the Corporation and the holders of the Corporation’s outstanding Debentures and Series A Convertible Preferred Stock, as amended, modified or supplemented from time to time in accordance with its terms.
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Series B Exchange Agreement means the Exchange Agreement, dated as of the date hereof, by and between the Company and Castle Creek, the holder of all outstanding shares of the Series B Preferred Stock, which agreement is in the form attached hereto as Exhibit 4.01B.
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Series B Exchange Agreement means that certain Exchange Agreement, dated as of the Amendment No. 3 Signing Date, by and among Holdings, the Borrower and the Series B Preferred Investors.
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Series B Exchange Agreement means an agreement by and between the Parent and Cytovia to exchange shares of Class B Common Stock held by the Parent for shares of Parent Series B Preferred Stock held by Cytovia.
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Series B Exchange Agreement means that certain Exchange Agreement, dated as of the Closing Date, by and among the Company and the investors party thereto, as amended, restated, amended and restated, supplemented, extended, renewed or otherwise modified, in whole or in part, from time to time in accordance with the terms thereof.
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Related to Series B Exchange Agreement

  • Exchange Agreement has the meaning set forth in the Recitals.

  • Share Exchange Agreement has the meaning specified in the Recitals.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Preferred Stock Purchase Agreement means the Preferred Stock Purchase Agreement, dated September 7, 2008, between the Company and the United States Department of the Treasury.

  • Series B Purchase Agreement has the meaning set forth in the Recitals.

  • Common Stock Purchase Agreement means an agreement among the Investor and/or PJC, Emergent and any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer and elects to participate, substantially in the form attached hereto as Exhibit A, pursuant to which Emergent will issue and sell (a) to the Investor and/or PJC, in the aggregate, 75,000,000 Shares at a price of $0.20 per share, and (b) to any Convertible Note Holder who accepts and exchanges all of its Convertible Notes in the Convertible Note Exchange Offer that so requests, for every $1,000.00 of principal amount of Convertible Notes that it tenders into the Convertible Note Exchange Offer, 500 Shares at a price of $0.20 per share; provided, that the aggregate maximum number of Shares to be so issued and sold to the Convertible Note Holders who accept and exchange all of their Convertible Notes in the Convertible Note Exchange Offer pursuant to the Common Stock Purchase Agreement shall not exceed 40,000,000.

  • Series A Purchase Agreement means the Series A Preferred Unit Purchase Agreement, dated as of June 20, 2017, by and among the Partnership and the Series A Purchasers thereunder, as may be amended from time to time.

  • Investment Agreement shall have the meaning set forth in the Recitals hereto.

  • 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.

  • Share Purchase Agreement has the meaning set forth in the Recitals.

  • Shareholder Agreement has the meaning set forth in the Recitals.

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.

  • Exchange Agent Agreement has the meaning set forth in Section 2.5(a).

  • Series B Certificate of Designations means the certificate of designations establishing the terms of the Series B Preferred Stock.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Securities Purchase Agreement means that certain securities purchase agreement, dated as of the Subscription Date, by and among the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to time.

  • Series B Certificate of Designation means the Certificate of Designation of Series B Cumulative Convertible Preferred Shares of the Company as in effect on the date hereof.

  • Unit Purchase Agreement means the Common Unit and Class B Unit Purchase Agreement, dated as of December 1, 2006, among the Partnership and the purchasers named therein.

  • Stock Purchase Agreement means the agreement between the Company and a Purchaser who acquires Shares under the Plan that contains the terms, conditions and restrictions pertaining to the acquisition of such Shares.

  • Conversion Agreement shall have the meaning set forth in the Recitals.

  • New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.

  • Series D Warrants means series D share purchase warrants of the Corporation issued to RTIH on May 22, 2012 in connection with the 2012 Rights Offering in accordance with the 2012 MoA, the terms of which are more particularly described under the heading “General Development of the Business – Agreements with the Rio Tinto Group – 2012 MoA”.

  • Existing Convertible Notes means any convertible notes or other convertible debt securities of the Company outstanding on the date of this Agreement.

  • Series C Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C, of the Company.

  • Recapitalization Agreement shall have the meaning set forth in the Recitals.

  • Series C Warrants means, collectively, the Series C 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 and have a term of exercise equal to 9 months, in the form of Exhibit A attached hereto.