Series A COD definition

Series A COD means a certificate of designation in substantially the form of the Certificate of Designation attached as an exhibit to the Amended and Restated Securities Purchase Agreements, dated as of February 23, 2018, each between the U.S. Borrower, on the one hand, and The Spruce House Partnership LP and others, on the other hand.
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Series A COD means the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Buyer filed with the Secretary of State of the State of Delaware, as amended, modified or supplemented from time to time.
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Series A COD means the Certificate of Designation governing the Series A Preferred Stock, as amended, modified, restated or supplemented from time to time.
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Examples of Series A COD in a sentence

  • The Company shall have filed the Series A COD with the Secretary of State of the State of Delaware, and the Series A COD shall remain in full force and effect as of the Closing.

  • Specifically, plaintiffs argue that the court should not validate this amendment because defendants “have not identified any [defective corporate act] that was rendered void or voidable by the failure to amend [Section 7(a)].”175 I disagree.To begin, the issuance of 3,936,571 common shares to Glenhill upon the conversion of its Series A Preferred was void because it violated Section 7(a) of the Series A COD as it existed before that provision was amended as a result of the Ratification Resolutions.

  • See the section entitled “ The Ancillary Agreements — Series A COD Amendment” beginning on page 116 for additional information regarding the Series A COD Amendment.Furthermore, in connection with the Mergers, BioScrip has agreed to amend and restate the warrant agreement dated June 29, 2017 (the “Warrant Amendment”).

  • The Purchaser acknowledges and agrees that no public market exists (and it is likely that none will ever exist) for the Series A Preferred Stock and the share of Series A Preferred Stock is subject to transfer restrictions as set forth in the Series A COD.

  • As previously explained, Glenhill had the right under the Series A COD to receive cumulative dividends at the rate of 9% per year compounding annually to be paid in-kind in the form of additional shares of Series A Preferred with the option to let the PIK Dividend (i) accrue to the next “Dividend Payment Date” or (ii) accrete to, and increase, the Stated Value of the Series A Preferred.

  • See the section entitled “ The Ancillary Agreements — Preferred Stock Repurchase Agreement” on page 117 for a more detailed description of the Preferred Stock Repurchase Agreement.The BioScrip Board also approved the Series A COD Amendment, which is subject to the approval of the BioScrip stockholders at the special meeting.

  • The proposal to adjourn the special meeting to solicit additional proxies if there are not sufficient votes to approve the share issuance proposal, the amended charter proposal and the Series A COD amendment proposal or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to BioScrip stockholders, which proposal is referred to as the adjournment proposal.

  • See the section entitled “The Ancillary Agreements — Series A COD Amendment” on page 116 for a more detailed description of the Series A COD Amendment.

  • Pursuant to the Series A COD, the Company designated 3,500,000 shares of preferred stock as Series A Stock, par value of $0.001 per share.

  • The Purchaser acknowledges and agrees that no public market exists for the Series A Preferred Stock and the share of Series A Preferred Stock is subject to transfer restrictions as set forth in the Series A COD.


More Definitions of Series A COD

Series A COD means a certificate of designation in substantially the form of the Certificate of Designation attached as an exhibit to the Amended and Restated Securities Purchase Agreements, dated as of February 23, 2018, each between the U.S. Borrower, on the one hand, and The Spruce House Partnership LP and others, on the other hand. “Significant Subsidiary” means any Restricted Subsidiary of the U.S. Borrower other than a Non- Credit Party that did not, as of the last day of the fiscal quarter of the U.S. Borrower most recently ended for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.01(a) or (b), have individually, either (i) assets with a value in excess of 7.5% of total assets of, or (ii) revenues in an amount in excess of 7.5% of the total revenues of, the U.S. Borrower and its Restricted Subsidiaries on a consolidated basis for the Testing Period most recently ended . “Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, to which the U.S. Borrower, any Subsidiary of the U.S. Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the U.S. Borrower, any Subsidiary of the U.S. Borrower or any ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date of termination of such plan, but does not include a Canadian Pension Plan. “SPC” has the meaning provided in Section 11.06(f). “Special Purpose Receivables Subsidiary” shall mean a direct or indirect Subsidiary of the U.S. Borrower established in connection with a Permitted Receivables Financing for the acquisition of Receivables Assets or interests therein, and which is organized in a manner intended to reduce the likelihood that it would be substantively consolidated with the U.S. Borrower or any of the Restricted Subsidiaries (other than Special Purpose Receivables Subsidiaries) in the event the U.S. Borrower or any such Restricted Subsidiary becomes subject to a proceeding under the Bankruptcy Code (or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law). “Specified Acquisition Agreement Representations” means, with respect to the Target Companies, the representations and warranties made by, or with respect to, the Target Companies in the Target Acquisition Agreement as are material to the interests of the Lenders in their capa...
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Series A COD means the Amended and Restated Certificate of Designations of Series A Preferred Stock, dated May 20, 2019.
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Series A COD means the Amended and Restated Certificate of Designations of Series A Preferred Stock, dated May 20, 2019. “Series A Preferred Stock” means the Series A preferred stock of the Company, par value $0.0001 per share.
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Series A COD shall have the meaning ascribed to such term in Section 2.1(a).
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Series A COD has the meaning set forth in the recitals.
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Related to Series A COD

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • Series A-2 Preferred Stock means shares of the Company’s Series A-2 Preferred Stock, par value $0.001 per share.

  • Series A Convertible Preferred Stock means the Series A Convertible Preferred Stock, $0.001 par value per share, of the Corporation.

  • Series A Certificate of Designations means the Certificate of Designations with respect to the Series A Preferred Stock adopted by the Board of Directors and duly filed with the Secretary of State of the State of Delaware on or before the Payment Date substantially in the form attached hereto as Exhibit C.

  • Series A-1 Preferred Stock means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share.

  • Series A Certificate of Designation means the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series A Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof.

  • Series A Common Stock means the Series A Common Stock, par value $0.01 per share, of the Company.

  • Series A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately from the Closing Date and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Series A Preferred means the Series A Convertible Preferred Stock of the Company, par value $0.01 per share.

  • Series A Preferred Unit means a Preferred Unit having the designations, preferences, rights, powers and duties set forth in Article XVI.

  • Series A Preferred Units has the meaning assigned to such term in Section 5.11(a).

  • Series A Preferred Stock means shares of the Company’s Series A Preferred Stock, par value $0.00001 per share.

  • Series A Shares means shares of Series A Convertible Preferred Stock, par value $0.001 per share, of the Company.

  • Series A Redemption Date has the meaning set forth in Section 16.6.

  • Series A Units means Series A currency hedged mutual fund units or Series A non-currency hedged mutual fund units of a fund, as applicable.

  • Series C Preferred Units shall have the meaning provided in Section 1.

  • Series A-1 Preferred Shares means the Company’s series A-1 preferred shares, par value US$0.00001 per share.

  • Series A Notes is defined in Section 1.

  • Series C Preferred means all shares of the Series C Preferred Stock, $0.001 par value per share, of the Company.

  • Series B Preferred means the Company's Series B Preferred Stock, par value $0.01 per share.

  • Series A Preference Shares means the Series A Preference Shares of £0.05 each in the capital of the Company.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series C Preferred Stock means shares of the Company’s Series C Preferred Stock, par value $0.0001 per share.

  • Series B Conversion Price means, as of the applicable Conversion Date, the greater of (A) the average of the Market Values of the Common Stock for the five consecutive Trading Days preceeding (but not including) such Conversion Date, or (B) the then effective Series B Minimum Conversion Price.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.