Majority Preferred definition
Examples of Majority Preferred in a sentence
Except in connection with an initial Public Offering of Holdings, the charters of these committees shall not be modified, and no new committees created, without the consent of Vestar V and the Majority Preferred Stockholders.
The Collateral Manager shall deliver to the Trustee an Officer’s Certificate certifying such determination, accompanied by an Act of the Majority Preferred Shares Holder directing the Issuer to exercise such right.
The Majority Preferred Stock Holders are express third party beneficiaries of this Agreement.
The Trustee or the Issuer shall execute and deliver at the Majority Preferred Shares Holder’s direction such instruments of transfer or assignment prepared by the Majority Preferred Shares Holder, in each case without recourse, as shall be necessary to transfer title to the Majority Preferred Shares Holder or its designee of the Senior Tranche(s) and the Trustee shall have no responsibility with regard to such Senior Tranche(s).
Such number of Managers constituting the whole Board of Managers may not be increased or decreased without the consent of the Majority Preferred Members; provided, however, that it is understood that there may be one or more vacancies on the Board of Managers from time to time and that the actual number of Managers serving on the Board of Managers from time to time may be less than seven (7).
In the event that the Company is required to effect an initial public offering pursuant to, and in accordance with, the provisions of Section 2.1 of the Investors’ Rights Agreement, the Board of Managers, the Majority Preferred Members and all other Members shall cause the Company to convert from a Delaware limited liability company to a Delaware corporation pursuant to, and in accordance with, the foregoing provisions of this Section 4.12 prior to the closing of such initial public offering.
With respect to the Company’s initial public offering, if any, to the extent that such initial public offering has been approved by the Board of Managers and the Majority Preferred Members, the Company shall be converted from a Delaware limited liability company to a Delaware corporation (the “Corporation”) and, in connection with such conversion, each outstanding Unit shall be converted into one share of common stock of the Corporation.
In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the approval of the Board of Directors, including the Majority Preferred Directors.
In addition, unless otherwise approved by the Board of Directors, including the Majority Preferred Directors, the Company shall retain a “right of first refusal” on employee transfers until the Qualified Initial Public Offering, and shall have the right to repurchase unvested shares at cost upon termination of employment of a holder of restricted stock.
Such automatic conversion shall become effective immediately upon the making of such election by the Majority Preferred Members unless such election shall specify a different effective date and time for such automatic conversion, in which case such automatic conversion shall become effective on the effective date and time specified in such election by the Majority Preferred Members.