Series A Holders Clause Samples
The 'SERIES A HOLDERS' clause defines the rights, privileges, and obligations of investors who hold Series A shares in a company. Typically, this clause outlines matters such as voting rights, dividend entitlements, and preferences in the event of liquidation or sale of the company, specifically as they pertain to Series A shareholders. For example, it may specify that Series A holders have the right to approve certain major company decisions or receive their investment back before common shareholders if the company is sold. The core function of this clause is to clearly delineate the special status and protections afforded to Series A investors, thereby providing them with assurance and influence in the company's governance and financial outcomes.
Series A Holders. ▇▇▇▇▇▇ List Address for Notices: Security Ownership:
Series A Holders. By the acceptance of its Series A ---------------- Certificate, each holder of a Series A Certificate agrees that in the event that such holder shall receive any payment on its Series A Certificate or otherwise owing to it under the Operative Agreements which it is not entitled to receive under Article III, it will hold any amount so received in trust for the person entitled to such payment and will forthwith turn over such payment to the Indenture Trustee in the form received to be applied as provided in Article III. TRUST INDENTURE
Series A Holders. (a) Subject to the provisions of this Section 3.1, each Series A Holder shall have the right to purchase such Series A Holder’s Pro Rata Share (as determined pursuant to Section 3.1(e) below) of any New Securities, other than Junior Offered Equity Securities (which is governed by Section 3.2 hereof), that the Company may, from time to time, propose to sell and issue (“Offered Equity Securities”).
(b) In the event the Company proposes to undertake an issuance of Offered Equity Securities, it shall give each Series A Holder written notice (a “Participation Notice”) of such proposed issuance at least 20 days prior to such proposed issuance, describing the type of Offered Equity Securities, the price, the proposed closing date of the offering thereof, and the general terms upon which the Company proposes to issue the same.
(c) Each Series A Holder shall be entitled to purchase the Offered Equity Securities for the price and upon substantially similar terms specified in the Participation Notice (and, in any case, at a price and upon substantially similar terms no less favorable than those of the other purchasers in such offering), by giving written notice to the Company of such election (which notice of election shall specify the maximum amount of the Offered Equity Securities which such holder elects to purchase), within 10 days after receiving the Participation Notice from the Company.
(d) The time and place of the closing of such purchase shall be the closing date of the offering specified in the Participation Notice or any extended closing date thereof.
(e) For purposes of this Section 3.1, each Series A Holder’s “Pro Rata Share” of the Offered Equity Securities shall be equal to a fraction, (i) the numerator of which is the number of shares of Series A Preferred Stock then owned by such Series A Holder, and (ii) the denominator of which is the total number of shares of Series A Preferred Stock outstanding immediately prior to such issuance of Offered Equity Securities.
(f) In the event the Stockholders do not elect to purchase all of the Offered Equity Securities specified in the Junior Participation Notice, the Company may sell or issue such Junior Offered Equity Securities for a period of one hundred twenty (120) days after the 10 day period set forth in Section 3.2(d) above at a price and on economic terms no less favorable than set forth in the Participation Notice. Any such Junior Offered Equity Securities not so issued or sold will thereafter again b...
Series A Holders. FIR TREE CAPITAL OPPORTUNITY (LN) MASTER FUND, L.P.