Examples of Series C Stockholders in a sentence
Each Management Stockholder acknowledges and agrees that such Management Stockholder has not granted and is not a party to any proxy, voting trust or other agreement or understanding (whether written or oral, or firm or contingent) which is inconsistent with, conflicts with or violates any provision of this Agreement (except for the Series C Stockholders Agreement, the true and correct text of which is attached hereto as Exhibit A) or which is the subject matter of this Agreement.
Reflects pro forma adjustments to record the assets and liabilities of CapLease at their fair values and to record cash consideration of $956.1 million to be paid to the CapLease’s shareholders, the mandatory conversion of the Company’s Series C Convertible Preferred Stock (“Series C Stock”), payment of obligations for contingent value rights to the Series C Stockholders (“Preferred CVR”) and estimated CapLease Merger related costs of $27.0 million incurred in the CapLease Merger transaction.
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In the event that the --------------------------------------------- Series C Stockholders Agreement is amended or modified after the date hereof, the Corporation will provide prompt (and in any event, within five business days) notice of such amendment or modification to the Purchasers, and will provide a copy to the Purchasers of such amended or modified Series C Stockholders Agreement (marked to show changes).
The Series C Stockholders of Series C Registrable Securities exercising a Demand Registration request and the Stockholders of Future Registrable Securities and Warrant Registrable Securities participating in a Demand Registration shall receive priority with respect to the number of shares to be included in a Registration Statement.
After payment shall have been made to the Series C Stockholders and Series E Stockholders of the full amount to which they shall be entitled as aforesaid, the Series C Stockholders and the Series E Stockholders as a class shall be entitled to share ratably (calculated with respect to such Series C Stock and Series E Stock as provided in the next sentence) with the Common Stockholders in all remaining assets of the Corporation available for distribution to its stockholders.
When Class C Series A Stockholders, Class C Series B Stockholders, Class C Series C Stockholders or Class C Series D Stockholders vote on the election of Class C Series A Directors, Class C Series B Directors, Class C Series C Directors or Class C Series D Directors, respectively, the affirmative vote of a plurality of all votes cast shall be sufficient to elect a Class C Series A Director, Class C Series B Director, Class C Series C Directors or Class C Series D Director, as the case may be.
In the event that the Board of Directors declares and pays a dividend which is due on July 15, 2004, January 15, 2005 and/or July 15, 2005, the Series C Stockholders hereby agree that the entire amount of each such dividend payment shall, concurrently with the payment thereof, be advanced to Western Water on the same terms as the as the Initial Advance.
Series C Stockholders are entitled to vote only on matters relating to modifications, adjustments, waivers or other changes or matters relating to Series C Stock.
In the event of a transaction which is a Sale of the Company (as defined in the Voting Agreement), the reasonable fees and disbursements, not to exceed $200,000, of one (1) counsel for the Series C Stockholders (“Investor Counsel”), in their capacities as stockholders, shall be borne and paid by the Company.