COD Amendment definition
Examples of COD Amendment in a sentence
Upon the consent of RSA to the adoption of the 11% COD Amendment in accordance with Section 1.1, Centerline shall formally adopt the 11% COD Amendment, effective as of the Transaction Closing Date.
Subject to the Board’s fiduciary duties, the Board shall (i) recommend at the Company Stockholders Meeting that the holders of shares of Common Stock and Series A Preferred Stock approve the COD Amendment and (ii) use its reasonable best efforts to obtain and solicit such approval.
Effective as of the Transaction Closing Date and subject to the provisions of Article VI hereof, ▇▇ ▇▇ hereby irrevocably and unconditionally consents to the adoption of the SPV COD Amendment and all of its SPV Shares shall be deemed voted in favor of the SPV COD Amendment.
Upon the consent of ▇▇ ▇▇ to the adoption of the SPV COD Amendment in accordance with Section 2.1, Centerline shall formally adopt the SPV COD Amendment, effective as of the Transaction Closing Date.
This Agreement (including any schedules and exhibits hereto), the 11% COD Amendment, the Amendment Agreement, the SPV COD Amendment, the CCC Operating Agreement Amendment, the Lock-Up Agreements, the Release, the Advisory Agreement, and the Related Loan Agreement constitute the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes any and all prior agreements, representations and understandings of the parties hereto, written or oral.
If the COD Amendment is approved at the Company Stockholders Meeting, then the Company shall file the Certificate of Amendment implementing the COD Amendment with the Secretary of State of the State of Delaware; provided, however, that the effective time of the COD Amendment shall be no earlier than the close of business on the fifth (5th) business day following public announcement that the COD Amendment has been approved by the stockholders.
The Note Exchange and the COD Amendment shall, to the maximum extent permitted by law, be treated as a tax-deferred recapitalization transaction within the meaning of the Internal Revenue Code of 1986, as amended.
In the event that the Note Exchange is consummated or the COD Amendment is made effective in accordance with this Section 8.4, the “Closing” under this Agreement shall be deemed to have occurred, all other transactions contemplated by this Agreement that are reasonably necessary to give effect to or otherwise carry out the Note Exchange or the COD Amendment, as the case may be, shall be undertaken.
In connection with the issuance of the Note, this Section 8 and as required under the Series A CoD, 3i, LP, the sole holder of all of the outstanding shares of Series A Preferred Stock as of the date hereof, hereby approves and consents to the Conversion Price Adjustment, the COD Amendment, the filing of the COD Amendment with the Delaware Secretary of State and issuance of the shares of the Series A Preferred Stock under the Note.
The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement, the Warrant Amendment or the COD Amendment were not performed in accordance with their specific terms or were otherwise breached.