Series B Preferred Units. (a) The authorized number of Series B Preferred Units shall be unlimited. Series B Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.
Series B Preferred Units. (a) The Parties hereby acknowledge and agree that, immediately following the Merger Effective Time (the “Restructuring Effective Time”): (i) the General Partner shall cause the Partnership Agreement to be amended and restated pursuant to the Tenth Amended and Restated Limited Partnership Agreement of the Partnership, substantially in the form attached hereto as Exhibit A (the “Amended Partnership Agreement”), (ii) the Managing Member shall cause the Parent Operating Agreement to be amended and restated pursuant to the Second Amended and Restated Operating Agreement of Parent, substantially in the form attached hereto as Exhibit B (the “Amended Operating Agreement”), and (iii) Parent shall issue to Enfield a number of Class C Common Units (as defined in the Amended Operating Agreement) equal to the number of Series B Preferred Units held by Enfield as of the Restructuring Effective Time for no additional consideration.
Series B Preferred Units. The OP Merger shall have no effect on the Operating Partnership’s outstanding Series B Preferred Units, and at and after the OP Effective Time, the Series B Preferred Units shall be the outstanding Series B Preferred Units of the Surviving Partnership.
Series B Preferred Units. Under the authority granted to ------------------------ it by Section 4.2.A hereof, the General Partner hereby establishes an additional class of Partnership Units entitled "Series B Cumulative Convertible Redeemable Preferred Units" (the "SERIES B PREFERRED UNITS"). Series B Preferred Units shall have the designations, preferences, rights, powers and duties as set forth in Exhibit G hereto. ---------
Series B Preferred Units. (1) The Holders of Series B Preferred Units have no rights or preferences except the right to convert such interests into Common Units. A particular Series B Preferred Unit may not be converted unless and until (A) the Market Price specified for such subclass of Series B Preferred Units set forth below is achieved, or (B) a Change of Control occurs, in each case before the fifth anniversary of the Effective Date.
Series B Preferred Units. The Series B Preferred will rank senior to any other class or series of units, including without limitation, the Series A Preferred and the Common Units. The Series B has a per unit liquidation preference equal to $1812 per unit ($181,000 divided by 1,000), plus accrued dividends as set forth in Section 6.3 below. The holders of outstanding Series B Preferred Units shall be entitled to receive, out of any funds legally available therefor, cumulative (annually compounding) dividends on the Series B Preferred, at the per unit rate per annum of 7.0% of such per unit liquidation value (adjusted appropriately for dividends, recapitalizations and similar events affecting the Series B Preferred Units). Such dividends will accumulate quarterly in arrears commencing as of the date of issuance of the Series B Preferred Units and be cumulative, to the extent unpaid, whether or not they have been declared and whether or not there are profits, surplus or other funds of the Company legally available for the payment of dividends.
Series B Preferred Units. On the Effective Date, the Company has authorized and created a class of Units designated as “Series B Preferred Units”, consisting of a total of 861,252 Series B Preferred Units, and has issued all of the Series B Preferred Units to the Series B Members in the respective amounts set forth on Exhibit A. The voting rights of Series B Preferred Units are set forth in Section 12.10.
Series B Preferred Units. Each Series B Preferred Unit issued and outstanding immediately prior to the Effective Time shall be cancelled and converted into a right to receive in cash the amount of the Liquidation Preference (as such term is defined in the Company’s Amended and Restated Certificate of Designation, Preferences and Rights of Series B Preferred Units) of such Series B Preferred Unit through the Closing Date, payable to the holder thereof in accordance with Section 3.3. The aggregate consideration to which the holders of the Series B Preferred Units become entitled pursuant to this Section 3.2(a) is collectively referred to herein as the “Series B Preferred Merger Consideration”.
Series B Preferred Units. The Series B Preferred Units shall consist of 50 Units in the Company with terms that are substantially the same as (as determined in good faith by the Manager, but including term, entitlement to distributions and absence of voting rights) the terms of the 50 shares of Series B Preferred Stock as set forth in that certain Certificate of Designation of Series B Non-Convertible Preferred Stock of NCM, Inc. issued as of the date hereof. For the avoidance of doubt, the Series B Preferred Units shall not constitute “Preferred Units” as otherwise used pursuant to this Agreement. Appropriate adjustments shall be made (in the Manager’s good faith discretion) to the terms of this Agreement (including distributions and allocations to be made pursuant to Articles 5 and 6 of this Agreement) to give due effect to the terms of such Series B Preferred Units.
Series B Preferred Units. The execution, delivery and performance of this Agreement and the other Transaction Documents to which any Seller is or will be a party, and the consummation of the transactions contemplated hereby and thereby, do not (a) constitute a Series B Change of Control, as defined in the MLP Partnership Agreement, (b) create or accelerate any payments to holders of the Series B Preferred Units, or (c) require the consent of the holders of the Series B Preferred Units.
