MVS Securities definition
Examples of MVS Securities in a sentence
All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including, without limitation, any subsequent holder of shares of MVS Securities or Ordinary Common Stock into which the shares of MVS Securities have been converted) whether so expressed or not.
All references in this Agreement to a "holder" of any MVS Securities shall mean the Person in whose name such MVS Securities are at the time registered on such register.
The Company desires to sell and the Purchasers desire to purchase shares of Multiple and Variable Vote Restricted Convertible Common Stock of the Company, par value $.01 per share ("MVS Securities"), for the consideration and on the terms set forth in this Agreement.
As of the Effective Date, the authorized capital stock of the Company will consist entirely of 100,000,000 shares of Ordinary Common Stock, 40,000,000 shares of MVS Securities and 10,000,000 shares of Preferred Stock, par value $.01 per share, of which approximately 26,656,989 shares of Ordinary Common Stock, up to approximately 8,448,275 shares of MVS Securities and no shares of Preferred Stock will be issued and outstanding.
Until the MVS Securities represent less than the Minimum Hold, the holders of the MVS Securities shall be entitled to cast a number of votes equal to the aggregate number of shares of New Common Stock outstanding at the time of any vote.
As of the Effective Date, the authorized capital stock of the Company will consist entirely of shares of Ordinary Common Stock, shares of MVS Securities [and shares of Preferred Stock, par value $.01 per share], of which shares of Ordinary Common Stock, shares of MVS Securities [and shares of Preferred Stock] will be issued and outstanding.
All references in this Agreement to a “holder” of any MVS Securities shall mean the Person in whose name such MVS Securities are at the time registered on such register.
The Offer Notice shall also set forth the number of shares of MVS Securities, New Common Stock and Replacement Stock which the Initiating Party beneficially owns or in which it has an equivalent economic interest as of the date of the Offer Notice, and a description of such ownership and interest in reasonable detail, and shall be accompanied by evidence reasonably satisfactory to the Non-Initiating Party of such ownership and interest.
On and after the Effective Date, Reorganized Magellan’s charter and by-laws, as amended pursuant to this Term Sheet, shall provide that the holders of the MVS Securities shall (i) vote as a separate class to elect three (3) members of Reorganized Magellan’s board of directors until the MVS Securities represent less than the Minimum Hold and (ii) vote together with the holders of the New Common Stock to elect two (2) members of Reorganized Magellan’s board of directors.
After all of the MVS Securities are converted into New Common Stock, all common shareholders shall have the right to vote together to elect all members of the board of directors in accordance with applicable law.