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 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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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.

  • 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 of the Transaction Closing Date, the equity securities issued to holders (including the Holder) upon exchange or reclassification of their respective Existing Preferred Shares shall be comprised only of the Special Series A Shares (with designations, powers, preferences, rights, privileges, qualifications and restrictions substantially in the form of the Special Series A COD attached as Exhibit A to the Agreement).

  • The stockholders of Parent whose consent is necessary to approve the A&R Series A COD and the Series B COD and the filing thereof have so consented to and approved the A&R Series A COD and the Series B COD and the filing thereof.

  • The board of directors of Parent has determined that the A&R Series A COD and the Series B COD and the filing thereof with the Secretary of State of the State of Delaware has been approved and is in the best interests of Parent, and has recommended that the requisite stockholders of Parent approve the A&R Series A COD and the Series B COD, and such approval has not been amended, rescinded or modified.

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

  • The Conversion Shares, when issued upon conversion of the Series A Shares in accordance with the terms of the Series A COD, and the Warrant Shares, when issued in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

  • Prior to providing a Purchaser with any material non-public information (including any Pre-Notice or Subsequent Financing provided for under the Series A COD (as those terms are defined in the Series A COD)), the Company shall provide the Purchaser with a consent substantially in the form attached as Exhibit E (“Consent”) which shall not include any material non-public information.

  • The Subscriber 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.

  • All questions concerning the construction, validity, enforcement and interpretation of the Series A COD shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflicts of law thereof.


More Definitions of Series A COD

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 Certificate of Designation governing the Series A Preferred Stock, as amended, modified, restated or supplemented from time to time.
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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 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 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 $0.0001 per share.

  • Series A Convertible Preferred Stock means the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share.

  • Series A Certificate of Designations means the Certificate of Designations of Series A Preferred Stock of the Company.