Series A Sample Clauses

Series A. The Series A Separate Series Operating Agreement is hereby incorporated herein by reference. Concurrently with the execution and delivery of this Agreement, on the date hereof (i) the initial Member shall execute a counterpart signature page to the Series A Separate Series Operating Agreement. The Series A Separate Series Operating Agreement will be fully effective for all purposes from and after the date hereof.

Series A. Each share of Target Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive (A) a fraction of a share of Acquiror Common Stock equal to the Closing Series A Exchange Ratio, plus (B) in the event any Additional Consideration Shares are issuable from time to time, a fraction of a share equal to the Additional Consideration Exchange Ratio applicable to the Target Series A Preferred Stock; and

Series A. Upon issue to the Shareholders, the Series A will be duly and validly issued, fully paid and non-assessable shares of preferred stock in the capital of the Company.

Series A. Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), each holder shall be paid for each share of Series A Convertible Preferred Stock held by it, before any distribution or payment is made upon any stock ranking junior to the Series A Convertible Preferred Stock, an amount equal to the greater of (i) $20 per share (the "Series A Face Value") plus, in the case of each share, an amount equal to all accrued but unpaid dividends thereon, through the date payment thereof is made, and (ii) the amount that the holder of such share of the Series A Convertible Preferred Stock would receive if it were to convert such share of Series A Convertible Preferred Stock into share(s) of Common Stock immediately prior to such Liquidation. The holders of Series A Convertible Preferred Stock shall not be entitled to any further payment (such amount payable with respect to one share of Series A Convertible Preferred Stock being sometimes referred to as the "Series A Liquidation Payment" and with respect to all shares of Series A Convertible Preferred Stock being sometimes referred to as the "Series A Liquidation Payments").

Series A. At the Effective Time, as a result of the Merger and without any action on the part of the holder of any capital stock of the Company, each share of the Series A Stock issued and outstanding shall be converted into the right to receive cash, a number of shares of Purchaser Common Stock and/or Purchaser Warrants in such proportions as set forth on Exhibit A (which Exhibit A shall be updated in accordance with Section 3(i)) (the “Series A Consideration”), subject to any withholding Taxes required by applicable Law, upon the surrender of the Certificates formerly representing shares of Series A Stock in accordance with Section 3(g); provided that pursuant to Section 7, a number of such shares of Purchaser Common Stock and Purchaser Warrants as calculated pursuant to Section 7 shall be delivered to the Escrow Agent to be held pursuant to the Escrow Agreement in lieu of delivery to the holders of Series A Stock, to be held pursuant to the Escrow Agreement; provided, further that the Company may, with the consent of any impacted holder of Series A Stock, adjust the proportion of cash, shares of Purchaser Common Stock and Purchaser Warrants that such consenting holders of Series A Stock will be entitled to receive at the Effective Time by delivering to the Purchaser a certificate signed by each such holders of the Series A Stock, specifying the amount of cash, the number of shares of Purchaser Common Stock and/or Purchaser Warrants each holder of Series A Stock will be entitled to receive at the Effective Time, no later than five (5) Business days prior to the Merger Closing Date; provided, further, in the event that (A) the holders of Series A Stock fail to deliver such certificate to the Purchaser at least five (5) Business Days prior to the Merger Closing Date, (B) the certificate has not been duly executed by such holder of the Series A Stock or (C) the Purchaser, in its reasonable discretion, determines that such reallocations would result in any increase in the Aggregate Purchase Price, then the Purchaser shall be entitled to rely on Exhibit A as the final determination with respect to the Series A Consideration.

Series A. The City shall, to the extent allowed by law, and then only to the extent funds are lawfully available from TIF Tax Revenues, pay the Series A TIF Bond Purchaser the principal of and/or interest on the Series A portion of the TIF Indebtedness with interest at a rate not to exceed ten percent (10%) per annum. Any debt service on the Series A portion of the TIF Indebtedness (including interest) to be paid from TIF Tax Revenues shall not constitute a general obligation or debt of the City. Only costs incurred after the effective date of this Agreement shall be eligible for payment. The City shall not be liable nor be required to reimburse Redeveloper for any costs incurred by Redeveloper in the event this Agreement is not approved for any reason, including for reasons alleged to be the fault of the City.

Series A