Examples of Series B Required Holders in a sentence
The provisions of these terms relating to the Series B Preferred Stock may not be amended, modified or waived without the written consent or affirmative vote of the Series B Required Holders.
In addition, the Series B Required Holders may also elect to have treated as a Change of Control Transaction and thus as a Liquidation Event any “Change of Control” (as defined in the Series B Purchase Agreement).
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 by the Series B Required Holders pursuant to this Section A.4(a) shall be made by written notice to the Corporation and the other holders of Series B Preferred Stock at least fifteen (15) days prior to the date elected by the Series B Required Holders for such payment (the “Series B Mandatory Distribution Date”).
Until notice contemplated by Section 8.9(f) is furnished by the Series B Required Holders, the LIBOR Rate (defined without giving effect to clause (ii) of this Section 8.9(e)) shall not apply to the Series B Notes.
The Series B Required Holders may elect to require the Corporation to make a mandatory payment in cash in an amount equal to all but not less than all of the Series B Senior Liquidation Preference (A) on or at any time after March 3, 2010 (the “Series B Maturity Date”), or (B) upon the closing of the Corporation’s initial public offering of common equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (an “IPO”).
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.
If such notice is given, (i) the interest rate applicable to all Series B Notes for such Interest Period shall be the Prime Rate, determined and effective as of the first day of such Interest Period, (ii) each reference herein and in the Series B Notes to the “LIBOR Rate” shall be deemed thereafter to be a reference to the Prime Rate, and (iii) subject to Section 8.9(f) below, such substituted rate shall thereafter be determined by the Series B Required Holders in accordance with the terms hereof.
If there has been at any time an interest rate substituted for the LIBOR Rate in accordance with Section 8.9(b) or Section 8.9(e) and if in the reasonable opinion of the Series B Required Holders, the circumstances causing such substitution have ceased, then the Series B Required Holders shall promptly notify the Borrower in writing of such cessation, and on the first day of the next succeeding Interest Period the LIBOR Rate shall be determined as originally defined hereby.