Class A Preferred Shares. The Purchaser and the Parent covenant and agree that on or before Closing, they shall obtain all necessary approvals and take all such necessary steps as may be required to amend the Purchaser's Articles of Incorporation to create the Class A Preferred Shares containing the provisions described in paragraph 1.1(d) of this Agreement and otherwise consistent with the provisions of this Agreement.
Class A Preferred Shares. Upon the Effective Time, each Class A Preferred Share of GenomeDx Canada issued and outstanding immediately prior to the Effective Time shall be converted automatically into one (1) share of Series A Preferred Stock, par value $0.0001 per share, of GenomeDx Delaware (the “Series A Preferred”).
Class A Preferred Shares. There are no Class A Preferred Shares outstanding other than the 1,431 shares of the Class A Preferred Shares that are authorized by the Certificate, and all such Class A Preferred Shares (other than Class A Preferred Shares that have become Purchased Securities (as defined in the Repo Agreement)) are owned by IDTI and no other Person has any right or interest therein (including any security interest or any right or power to direct the voting of such Class A Preferred Shares).
Class A Preferred Shares. The Primary Agents and the Lead Arrangers shall have received a true and correct copy of each document delivered or executed in connection with respect to the issuance of the Class A Preferred Shares. The terms of the Class A Preferred Shares will provide that cash dividends shall not be payable thereon except as permitted under this Agreement Each such document and the Class A Preferred Shares shall be in form and substance satisfactory to the Primary Agents and the Lead Arrangers.
Class A Preferred Shares. Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "Current Per Share Market Price" of the Class A Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the Current Per Share Market Price of the Class A Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "Current Per Share Market Price" of the Class A Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the Current Per Share Market Price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Class A Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Class A Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Class A Preferred Shares, "Current Per Share Market Price" of the Class A Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "Current Per Share Market Price" of one one-hundredth of a Class A Preferred Share shall be equal to the "Current Per Share Market Price" of one Class A Preferred Share divided by 100.
Class A Preferred Shares. The total number of shares of Class A Preferred Shares this Corporation is authorized to issue is Ten Million (10,000,000), with a stated par value of $0.00001` per share. The designations, powers, preferences, rights and restrictions granted or imposed upon the Class A Preferred Shares and holders thereof are as follows:
Class A Preferred Shares. With respect to distributions with respect to the Shares, including the distribution of the assets of the Company upon dissolution, the Class A Preferred Shares shall be (i) junior to the Class B Preferred Shares, if any are issued and (ii) senior to all other classes and series of Shares of the Company, whether such classes and series are now existing or are created in the future, to the extent, in the case of distributions other than upon dissolution, of the aggregate Undistributed Preferred Return on such Shares and to the extent, in the case of distributions in dissolution, of the aggregate of the Liquidation Preferences of such Shares. (c)
Class A Preferred Shares a. Fortress hereby irrevocably waives, and such waiver shall be deemed to occur annually prior to any distribution or payment, its right to receive (i) the annual dividend of Common Shares equal to two and one half percent (2.5%) of the fully-diluted outstanding equity of the Company at the time of the dividend and (ii) any fees, payments, reimbursements or other distributions not covered by clause (i), in the case of each of clauses (i) and (ii), pursuant to the terms of the certificate of incorporation of the Company, as amended from time to time, for the period from the date hereof to the termination of Buyer’s rights under Section 4 of the Stockholders Agreement (the “Term”).