Examples of Series B COD in a sentence
The Series B Preferred Mandatory Monthly Distributions remain in effect until the first to occur of the following events: • The monthly record date immediately prior to our dissolution under Section 5.1.1 of the Operating Agreement; or • The Closing of a Change of Control Merger or Consolidation as defined in Section 4.4.2 of the Series B COD.
In addition, in order to amend the Series B COD, such amendment must first be approved by the Board and must then be approved by a majority of the Series B Preferred Units who are present (by person or proxy) at a duly called and held meeting at which a quorum is present, or by the written consent executed by a majority in interest of the outstanding Series B Preferred Units.
Change of Control means a Change of Control Merger or Consolidation (see Section 4.4.2 of the Series B COD) or a Change of Control of Voting Securities.
A Change of Control of Voting Securities is defined in Section 5.1 of the Series B COD, but essentially means that there has been a shift in voting power of more than 50% of the Company’s outstanding voting securities in a transaction or a series of transactions, except in connection with the Company’s (or any subsidiary of the Company) acquisition of Units or Preferred Units as part of the Company’s repurchase program of Units and Preferred Units, or pursuant to put rights in any CODs of the Company.
The CPAs will also deduct amounts owed to Series B Preferred Unit holders under Section 10.1 of the Series B COD, see Question 1.7. The CPAs will then divide the total value of all classes of Units by the total number of Units then outstanding, excluding any Units owned by our wholly-owned subsidiary.
The Company agrees not to issue a notice pursuant to Section (i)(1) of the Series B COD with respect to its option to, or otherwise seek to, redeem shares of Series B Preferred Stock that are Covered Shares.
Subject to the rights of the Series B Preferred Units in the Series B COD and the Operating Agreement, the Board can issue additional classes of Units and/or series of Preferred Units with rights senior to those of the Series B Preferred Units.
The CPAs would deduct an amount equal to the amount holders of Series B Preferred Units would receive for the Series B Preferred Unit Dissolution Redemption Amount under Section 10.1 of the Series B COD based on the number of Series B Preferred Units outstanding as of June 30, 2005.
If the proposed Change of Control transaction does not occur for any reason, all exercised Change of Control Put Rights shall be automatically voided as provided in the Series B COD.
However, the Series B COD provides that the Company shall not repurchase any Series B Preferred Units for three-years from their date of purchase, except in the case of a hardship (as determined on a case-by-case basis by the Company).