The Class B Shares Sample Clauses

The Class B Shares. The Class B Shares to be issued by the Company in connection with the transactions contemplated by this Agreement and the other Transaction Documents have been duly authorized and, when issued and delivered and paid for, will be validly issued, will be fully paid and nonassessable and will conform, in all material respects, to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus; and the issuance of such Class B Shares is not subject to any preemptive or similar rights.
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The Class B Shares shall carry a liquidation preference over Class A Shares. Following a Company Sale or any other sale of 100% of the Shares by the Shareholders (a “Trade Sale”) or liquidation of the Company, the Shareholders agree (and shall take such steps to procure) that the proceeds of such sale or liquidation which are due to the Shareholders from the Third Party Purchaser or from the Company shall be paid to the Shareholders in the following order of priority:
The Class B Shares. The Class B Shares to be issued to the UALC Members (and any shares of common stock issued prior to the authorization of the Class B Shares) described in Exhibit B have been or will have been duly authorized by all necessary corporate and shareholder actions and, when so issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable. The Class B Shares shall be authorized to elect 60% of the Directors of PFI by a vote of the holders representing 75% of such Class B Shares. The Class B Shares shall be convertible at any time on a 1:1 basis into the common stock of PFI in the sole and absolute discretion of the holder of the Class B Shares.

Related to The Class B Shares

  • Class B Shares As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • Class A Shares Shares of the Company’s $0.01 par value common stock that have been designated as Class A.

  • Reservation of Class A Ordinary Shares The Company shall at all times reserve and keep available a number of its authorized but unissued Class A ordinary shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

  • 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.

  • Class B Common Stock 2 Closing........................................................................5

  • ATTRIBUTION OF CLASS C SHARES Class C shares that are outstanding from time to time, shall be attributed to the Distributor and each Successor Distributor in accordance with the following rules;

  • Series A Preferred Units (a) The authorized number of Series A Preferred Units shall be unlimited. Series A Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled.

  • Preferred Units Without the consent of any Common Unitholder and notwithstanding anything herein to the contrary, the Board may cause the Company to issue one or more series of Preferred Units, which Preferred Units would have rights senior to those of the Common Units, and such other characteristics as the Board may determine, but, for so long as the Company operates as a closed-end management investment company, in a manner that complies with the legal requirements applicable to a closed-end management investment company. Prior to the issuance of a series of Preferred Units, the Board shall set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption.

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