Examples of Series B Required Holders in a sentence
In the event of (a) any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, or (b) unless agreed otherwise in writing by the Series B Required Holders and the Series A Required Holders, a merger or consolidation of the Corporation, distributions to the stockholders of the Corporation shall be made in the following manner.
The Series A Required Holders or the Series B Required Holders respectively may, at any time upon written notice to the Corporation, waive any notice provisions specified herein for the benefit of the holders of such series of Designated Preferred Stock, and any such waiver shall be binding upon all holders of Series Redeemable Preferred Stock or Series B Preferred Stock, respectively.
In addition, the Series B Required Holders may also elect to have treated as a Change of Control Transaction and thus as a Liquidation Event any “Change of Control” (as defined in the Series B Purchase Agreement).
Any election pursuant to this Section A.3(c) by a Series A Required Holders or the Series B Required Holders shall be made by written notice to the Corporation at least five (5) days prior to the closing of the relevant transaction.
The provisions of these terms relating to the Series B Preferred Stock may not be amended, modified or waived without the written consent or affirmative vote of the Series B Required Holders.
A vacancy in any directorship to be elected by the holders of the Series B Preferred pursuant to this Section4.5.2(b) may be filled only by the remaining Series B Director, if applicable, or by vote or written consent in lieu of a meeting of the Series B Required Holders.
Any Series B Director may be removed from office at any time, with or without cause by the affirmative vote of the Series B Required Holders.
Further, no amendment, modification or waiver of any of the terms or provisions of the Series B Preferred shall be binding or effective without the prior written consent of the Series B Required Holders, and no change in the terms thereof may be accomplished by merger or consolidation of the Corporation with another corporation or entity unless the Corporation has obtained the prior written consent of the Series B Required Holders.
Any election by the Series B Required Holders pursuant to this Section A.4(a) shall be made by written notice to the Corporation and the other holders of Series B Preferred Stock at least fifteen (15) days prior to the date elected by the Series B Required Holders for such payment (the “Series B Mandatory Distribution Date”).
If such notice is given, (i) the interest rate applicable to all Series B Notes for such Interest Period shall be the Prime Rate, determined and effective as of the first day of such Interest Period, (ii) each reference herein and in the Series B Notes to the “LIBOR Rate” shall be deemed thereafter to be a reference to the Prime Rate, and (iii) subject to Section 8.9(f) below, such substituted rate shall thereafter be determined by the Series B Required Holders in accordance with the terms hereof.