PREFERRED SHARES AND COMMON SHARES Sample Clauses

PREFERRED SHARES AND COMMON SHARES. Except as otherwise provided in this Agreement, each outstanding Preferred Share resulting from an Effective Estate Freeze Election shall each year be entitled to a preferential return over the corresponding Common Share in the amount of the Preferred Return, which return will cumulate from the effective date of the Effective Estate Freeze Election but not compound, reduced by cumulative distributions to (or attributable to) such Preferred Share in excess of the cumulative prior Preferred Return. Upon termination of the Fund, or upon the earlier redemption of a Preferred Share, such Preferred Share will be entitled to a priority repayment over the corresponding Common Share of the Initial Preferred Capital Account, plus any unpaid cumulative Preferred Return in respect of such Preferred Share (but not to exceed the positive balance in the Capital Account for such Preferred Share). Except as otherwise provided in this Agreement, each outstanding Common Share resulting from an Effective Estate Freeze Election shall each year be entitled to all returns, if any, that would have been allocated to the Undivided Share attributable to such Common Share in excess of the preferential return on the corresponding Preferred Share. Upon termination of the Fund, or upon the earlier redemption of a Common Share, the Shareholder owning such Common Share will be entitled to the proportionate positive balance, if any, in the Capital Account for such Common Share. Regardless of the time when Shares are actually divided in the Fund's books and records, the respective Capital Accounts for the Preferred Shares and Common Shares established as a result of such division will be the same as if the division had occurred as of the time when the Shares so divided were initially issued to the original holder thereof and as if such Capital Accounts had been appropriately debited and credited from and after the time of such issuance. Upon the expiration of the Twenty Year Period applicable thereto, Preferred Shares and Common Shares will be automatically converted (without any action on the part of the holders thereof) into full and fractional Undivided Shares based on the relative values thereof on the conversion date. The value of a Preferred Share on its conversion date will be equal to the value of its priority repayment at the close of business on such date. The value of a Common Share on its conversion date will be equal to the proportionate positive balance in the Capital Account ...
Sample 1Sample 2
AutoNDA by SimpleDocs
PREFERRED SHARES AND COMMON SHARES. At or prior to the Closing, the Company shall have delivered to the Purchasers certificates representing the Preferred Shares (in such denominations as each Purchaser may request) and the Common Shares (in such denominations as each Purchaser may request) duly executed by the Company, in each case, being acquired by the Purchasers at such Closing.
Sample 1
PREFERRED SHARES AND COMMON SHARES. The owners of Paired Share Units, Preferred Shares and Common Shares shall have no redemption rights under this Article 10. Upon the automatic conversion of Preferred Shares and Common Shares into Undivided Shares after the expiration of the applicable Twenty Year Period, such Undivided Shares shall be redeemable pursuant to and in accordance with this Article 10. Any Preferred Share redeemed with the consent of the Manager pursuant to Section 5.4 shall be entitled only to the priority repayment referred to in Section 4.1(b). Any Common Share redeemed with the consent of the Manager pursuant to Section 5.4 shall be entitled only to the proportionate positive balance, if any, in the Capital Account for such Common Share. Redemption prices will be calculated as of the time Net Asset Value per Share is next determined after receipt by the Fund or the Manager of a written redemption request executed by the Shareholder or his legal representative, together with any documentation the Fund may require to effect the redemption. Preferred Shares and Common Shares redeemed together with the consent of the Manager pursuant to Section 5.4 shall be subject to the redemption practices of the Fund set forth in this Article 10.
Sample 1

Related to PREFERRED SHARES AND COMMON SHARES

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the 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 Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the 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 Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the 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 Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

  • Common Shares 4 Company...................................................................................... 4

  • Shares The term “

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Parent Shares All outstanding Parent Shares, and all Parent Shares, which may be issued pursuant to this Agreement shall when issued in accordance with this Agreement be, duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights.

  • Purchase and Sale of Preferred Shares and Warrants 1.1.1. On or prior to the Initial Closing, as hereinafter defined, the Company shall adopt and file the Certificate of Designation with the Secretary of State of the State of Delaware and authorize, execute and deliver the Warrant Agreement.

  • Company Shares If the managing underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include securities for its own account or for the account of others in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

  • Purchase of Preferred Shares Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, the number of Preferred Shares set forth below such Purchaser’s name on the signature page of this Agreement at a per Preferred Share price equal to the Purchase Price.

  • The Shares The Shares to be issued and sold by the Company hereunder have been duly authorized by the Company and, when issued and delivered and paid for as provided herein, will be duly and validly issued, will be fully paid and nonassessable and will conform to the descriptions thereof in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

Time is Money Join Law Insider Premium to draft better contracts faster.