A-2 Common Stock definition
Examples of A-2 Common Stock in a sentence
Each share of Class L Common Stock, par value $0.001 per share (the “Company Class L Common Stock” and, together with the Company Class A-1 Common Stock, the Company Class A-2 Common Stock, the Company Class A-3 Common Stock and the Company Class A-4 Common Stock, the “Company Capital Stock”), of the Company, none of which will be issued and outstanding at or immediately prior to the Effective Time, shall automatically cease to exist without payment of any consideration therefor.
Each holder of record of Parent Class A-1 Common Stock or Parent Class A-2 Common Stock shall make an election on an Election Form as to the type of Capital Stock of the Surviving Corporation such holder elects to receive as provided in Section 2.1(c).
As of the date hereof, there are outstanding 13,285,332.70 shares of Company Class A-1 Common Stock, 13,285,332.70 shares of Company Class A-2 Common Stock, 8,596,391.81 shares of Company Class A-3 Common Stock, 91,530.77 shares of Company Class A-4 Common Stock and 3,917,620.91 shares of Company Class L Common Stock, and there are no other outstanding Equity Interests of the Company.
Any Parent Class A-1 Common Stock or Parent Class A-2 Common Stock for which such holder of record has not, as of the Closing Date, properly submitted an Election Form shall remain outstanding as Surviving Class A-1 Common Stock or Surviving Class A-2 Common Stock, as applicable, in accordance with Section 2.1(c) (it being understood that the Parent Stockholders who are employees of Parent shall elect to receive Surviving Class N Common Stock).
Re-designation of Parent Shares: As provided in the Merger Agreement, immediately following the Charter Effective Time, all of the issued and outstanding shares of Parent’s common stock, $0.01 par value per share (the “Old Common Stock”) that are held by the Former Marquee Investors shall be automatically re-designated (without any further action by the holders thereof) as shares of Class A-1 Common Stock and Class A-2 Common Stock.
Each holder of record of Company Class A-1 Common Stock, Company Class A-2 Common Stock, Company Class A-3 Common Stock or Company Class A-4 Common Stock shall make an election on a form designated by Parent (an “Election Form”) as to the type of Merger Consideration such holder elects to receive as provided in Section 2.1(a).
The authorized Capital Stock of the Company consists of 13,600,000 shares of Company Class A-1 Common Stock, 13,600,000 shares of Company Class A-2 Common Stock, 8,800,000 shares of Company Class A-3 Common Stock, 37,000,000 shares of Company Class A-4 Common Stock and 4,250,000 shares of Company Class L Common Stock.
The term pro rata as used herein shall mean a fraction (expressed as a percentage), the numerator of which shall be the number of shares held by a then Series A-2 Common Stock holder and the denominator of which shall be the aggregate number of outstanding shares of Series A-2 Common Stock (exclusive of the shares to be issued to such exercising Litigation Warrant holder).
In the event a successor Warrant Agent shall be appointed, the Corporation shall give notice thereof to the predecessor Warrant Agent and the transfer agent for the Series A-2 Common Stock not later than the effective date of any such appointment.
Any Warrant or underlying share of Series A-2 Common Stock that is received, purchased or owned by any “underwriter” as defined in section 1145(b)(1) of the Bankruptcy Code, may not be resold by such holder, and such holder may not be able to transfer any Warrants or Series A-2 Common Stock issuable upon exercise of any Warrant in the absence of an exemption from registration under the Securities Act and state securities laws.