Examples of Required Series A Holders in a sentence
With respect to a Mandatory Series A Redemption, non-requesting holders of shares of Series A Preferred Stock shall have thirty (30) days from the date such notice is mailed to request in writing redemption of their Series A Preferred Stock on the terms contained herein and on the date of redemption set forth in Section 8(h), and all such requests shall be deemed to have been received by the Corporation on the date of the initial request by the Required Series A Holders.
No adjustment in the Series A Conversion Price shall be made as the result of the issuance or deemed issuance of Additional Shares of Common Stock if the Corporation receives written notice from the Required Series A Holders agreeing that no such adjustment shall be made as the result of the issuance or deemed issuance of such Additional Shares of Common Stock.
Notwithstanding anything to the contrary in this Certificate of Amendment or in the Certificate of Incorporation, the affirmative vote of the Required Series A Holders will be required to amend or repeal, or to adopt any provisions inconsistent with this Section 18.
This right of redemption of the holders of Series A Preferred shall be cumulative such that, if the Required Series A Holders choose not to make any such redemption of all shares of Series A Preferred as and when such right becomes exercisable, then such redemption may, at any time thereafter be subsequently exercised for all, or any portion, of outstanding shares of Series A Preferred.
If the Required Series A Holders disagree as to the Fair Market Value, the Board shall retain a nationally or regionally recognized, arms’ length appraisal firm jointly selected by at least a majority of (a) the disinterested members of the Board and (b) the Required Series A Holders.
If the majority of the Required Series A Holders and the majority of the disinterested members of the Board are unable to agree on such a firm, then each party will choose a nationally or regionally recognized appraisal firm, and those two firms will jointly select another nationally or regionally recognized appraisal firm to perform the appraisal.
If the Required Series A Holders and the Board are unable to agree on such a firm within such fifteen (15) day period, then each such party will choose within the succeeding fifteen (15) day period a nationally or regionally recognized independent appraisal firm, and those two firms will jointly select within fifteen (15) days of being chosen another nationally or regionally recognized independent appraisal firm to perform the appraisal.
The Company shall not consolidate or merge with or into any other Person (a “Merger Transaction”) without the consent of the Required Series A Holders, provided, however, that no Required Series A Holders consent shall be required in connection with the Reincorporation Merger (as defined in the Business Combination Agreement) or the Share Exchange (as defined in the Business Combination Agreement).
The applicable Redemption Price shall be paid in three (3) equal annual installments commencing not more than ninety (90) days after receipt by the Corporation on or any time after the seventh (7th) year anniversary of the Series A Original Issue Date, from the Required Series A Holders, of written notice requesting redemption of all, or any portion, of shares of Series A Preferred (the “Redemption Request”).
The provisions of this Section 3.4 may only be amended by an amendment of the Certificate of Incorporation of the Corporation including in the approval thereof the affirmative vote of the Required Series A Holders.