The Preferred Clause Samples
The Preferred clause establishes a specific class of shares or stakeholders—often called 'Preferred'—who are granted certain rights or privileges not available to others, such as common shareholders. In practice, this clause typically outlines the benefits these preferred holders receive, which may include priority in dividend payments, liquidation preferences, or enhanced voting rights. By clearly defining these preferential terms, the clause ensures that the rights of preferred stakeholders are protected and prioritized, thereby reducing ambiguity and potential disputes among different classes of stakeholders.
The Preferred. Exchange Factor shall be subject to adjustment from time to time effective upon the occurrence of the following events and shall be expressed as a percentage, calculated to the nearest one-thousandth of one percent (.001%):
The Preferred. Stockholders do hereby consent to the above-referenced issuance of shares of Series A Preferred Stock to each of the Individual Preferred Stockholders and to the Individual Preferred Stockholders being bound by the terms of Shareholders' Agreement as though an original party thereto.
The Preferred. Guarantee Trustee shall not be deemed to have knowledge of any Event of Default unless the Preferred Guarantee Trustee shall have received written notice, or of which a Responsible Officer of the Preferred Guarantee Trustee charged with the administration of the Trust Agreement shall have obtained actual knowledge of such Event of Default.
The Preferred. Guarantee Trustee shall not be removed in accordance with Section 4.2(a) until a Successor Preferred Guarantee Trustee has been appointed and has accepted such appointment by written instrument executed by such Successor Preferred Guarantee Trustee and delivered to the Guarantor.
The Preferred. Unit Holders shall continue to hold legal and beneficial title to the Preferred Units (or if such Preferred Units have been converted, the Common Units received pursuant to such conversion) for the Representation Holding Period (subject to the permitted activities in clauses (A) and (B) of Section 18.5 hereof and transfers to Permitted Transferees as defined therein).
The Preferred. Unit Holder (i) is a sophisticated entity familiar with transactions similar to those contemplated by this Agreement, (ii) has adequate information concerning the business, financial condition and prospects of the Company to make an informed decision regarding the sale of the Preferred Units, (iii) acknowledges that any future sales of securities having the same terms as the Preferred Units could be at a premium to the Redemption Price to be paid to the Preferred Unit Holder by the Company, and (iv) has independently and without reliance upon the Parent or the Company, and based on such information and the advice of such advisors as the Preferred Unit Holder has deemed appropriate, made its own analysis and decision to enter into this Agreement to sell the Preferred Units; provided that the foregoing shall not limit the express representations and warranties set forth in Section 6.
The Preferred. A Shares will rank senior in right of payment to the Preferred B Shares and the Ordinary Shares. The Preferred B Shares will rank junior to the Preferred A Shares in right of payment and senior to the Ordinary Shares.
The Preferred. Guarantee Trustee shall, within 90 days after the occurrence of an Event of Default, transmit by mail, first class postage prepaid, to the Holders of the Preferred Securities, notices of all Events of Default actually known to a Responsible Officer of the Preferred Guarantee Trustee, unless such defaults have been cured before the giving of such notice; provided, that the Preferred Guarantee Trustee shall be protected in withholding such notice if and so long as a Responsible Officer of the Preferred Guarantee Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of the Preferred Securities.
The Preferred. Guarantee Trustee shall comply with its obligations under Sections 311(a), 311(b) and Section 312(b) of the Trust Indenture Act.