Examples of Primary Holders in a sentence
In the event the Corporation determines that the Primary Holders no longer own, in the aggregate, the Common Stock Ownership Threshold Amount, the Company shall promptly notify the Primary Holders and then any remaining shares of Series B Preferred Stock shall automatically be converted into shares of Common Stock at the Conversion Price then in effect for such Series B Preferred Stock.
The Primary Holders shall, to the extent they are not required to file reports regarding their ownership of the capital stock of the Corporation with the US Securities and Exchange Commission, notify the Corporation in writing within twenty (20) days of any transfers or other disposition of any of their respective shares of Series B Preferred Stock.
The Financial Projections shall be deemed accepted and conclusive and binding upon the holders of the Series B Preferred Stock, unless the Primary Holders shall give written notice to the Corporation of the items in the Financial Projections with which the Primary Holders disagree (the “Accretive Calculation Disagreement Notice”) within twenty (20) calendar days of the receipt by the Primary Holders of the Financial Projections.
Xxxx Xxxxx Name: Xxxxx Xxxxxx Name: Name: Name: Schedule A Primary Holders Name Number of Shares [Lightyear] [Stonepoint] Schedule B Secondary Holders Name Number of Shares J.
If at the end of such twenty (20) calendar days, the Corporation and the Primary Holders have been unable to resolve their disagreements, either the Corporation or the Primary Holders may engage on behalf of the Corporation and the holders of Series B Stock, Grant Thornton LLP (or such other Person mutually agreed to in writing by the parties) (the “Unaffiliated Firm”) to resolve the matters set forth in the Accretive Calculation Disagreement Notice.
The Unaffiliated Firm shall (i) resolve the disagreement as to the Financial Projections as promptly as possible after its engagement by the parties; (ii) thereby consider and resolve only those items in the Accretive Calculation Disagreement Notice which remain unresolved between the Corporation and the Primary Holders; and (iii) shall otherwise employ such procedures as it, in its sole discretion, deems necessary or appropriate in the circumstances.
Notwithstanding the foregoing, in the event of a Deemed Liquidation Event as contemplated in Section (c)(i)(A)(II) above, the Corporation shall mail written notice of such event, together with the Financial Projections, to the Primary Holders (as such term is defined in Section 3(b)(i) below) on behalf of all of the holders of Series B Preferred Stock, no later than sixty (60) calendar days prior to the contemplated effective date of such Deemed Liquidation Event.
The Accretive Calculation Disagreement Notice shall specify each item disagreed with by the Primary Holders (or the Primary Holders’ calculation thereof) and the dollar amount of such disagreement.
The Unaffiliated Firm shall submit to the Corporation and the Primary Holders a report of its review of the items in the Accretive Calculation Disagreement Notice as quickly as practicable and shall include in such report its determination as to whether the effect of the proposed merger or consolidation is Accretive.
If the Corporation does not notify the Primary Holders of the Corporation’s acceptance of the Primary Holders’ position, then the Corporation and the Primary Holders shall, during the twenty (20) calendar days after receipt by the Corporation of the Accretive Calculation Disagreement notice, negotiate in good faith to resolve any such disagreements.