Series A Holders Clause Samples

The 'SERIES A HOLDERS' clause defines the rights, privileges, and obligations of investors who hold Series A shares in a company. Typically, this clause outlines matters such as voting rights, dividend entitlements, and preferences in the event of liquidation or sale of the company, specifically as they pertain to Series A shareholders. For example, it may specify that Series A holders have the right to approve certain major company decisions or receive their investment back before common shareholders if the company is sold. The core function of this clause is to clearly delineate the special status and protections afforded to Series A investors, thereby providing them with assurance and influence in the company's governance and financial outcomes.
Series A Holders. ▇▇▇▇▇▇ List Address for Notices: Security Ownership:
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Series A Holders. By the acceptance of its Series A ---------------- Certificate, each holder of a Series A Certificate agrees that in the event that such holder shall receive any payment on its Series A Certificate or otherwise owing to it under the Operative Agreements which it is not entitled to receive under Article III, it will hold any amount so received in trust for the person entitled to such payment and will forthwith turn over such payment to the Indenture Trustee in the form received to be applied as provided in Article III. TRUST INDENTURE
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Series A Holders. (a) Subject to the provisions of this Section 3.1, each Series A Holder shall have the right to purchase such Series A Holder’s Pro Rata Share (as determined pursuant to Section 3.1(e) below) of any New Securities, other than Junior Offered Equity Securities (which is governed by Section 3.2 hereof), that the Company may, from time to time, propose to sell and issue (“Offered Equity Securities”). (b) In the event the Company proposes to undertake an issuance of Offered Equity Securities, it shall give each Series A Holder written notice (a “Participation Notice”) of such proposed issuance at least 20 days prior to such proposed issuance, describing the type of Offered Equity Securities, the price, the proposed closing date of the offering thereof, and the general terms upon which the Company proposes to issue the same. (c) Each Series A Holder shall be entitled to purchase the Offered Equity Securities for the price and upon substantially similar terms specified in the Participation Notice (and, in any case, at a price and upon substantially similar terms no less favorable than those of the other purchasers in such offering), by giving written notice to the Company of such election (which notice of election shall specify the maximum amount of the Offered Equity Securities which such holder elects to purchase), within 10 days after receiving the Participation Notice from the Company. (d) The time and place of the closing of such purchase shall be the closing date of the offering specified in the Participation Notice or any extended closing date thereof. (e) For purposes of this Section 3.1, each Series A Holder’s “Pro Rata Share” of the Offered Equity Securities shall be equal to a fraction, (i) the numerator of which is the number of shares of Series A Preferred Stock then owned by such Series A Holder, and (ii) the denominator of which is the total number of shares of Series A Preferred Stock outstanding immediately prior to such issuance of Offered Equity Securities. (f) In the event the Stockholders do not elect to purchase all of the Offered Equity Securities specified in the Junior Participation Notice, the Company may sell or issue such Junior Offered Equity Securities for a period of one hundred twenty (120) days after the 10 day period set forth in Section 3.2(d) above at a price and on economic terms no less favorable than set forth in the Participation Notice. Any such Junior Offered Equity Securities not so issued or sold will thereafter again b...
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Series A Holders. FIR TREE CAPITAL OPPORTUNITY (LN) MASTER FUND, L.P.
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Related to Series A Holders

  • By Holders In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its officers, directors, employees, agents and representatives, and each Person who controls the Company (within the meaning of the Securities Act) against any Losses resulting from (as determined by a final and appealable judgment, order or decree of a court of competent jurisdiction) any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided that the obligation to indemnify will be individual, not joint and several, for each Holder and will be limited to the net amount of proceeds received by such Holder from the sale of Registrable Securities pursuant to such registration statement.

  • Series B Preferred Stock 1 Shares.......................................................................1

  • Preferred Shares The Preferred Shares have been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, such Preferred Shares will be duly and validly issued and fully paid and non-assessable, will not be issued in violation of any preemptive rights, and will rank pari passu with or senior to all other series or classes of Preferred Stock, whether or not issued or outstanding, with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Company.

  • Indemnification by Holders of Registrable Securities Each selling holder of Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and officers and each Underwriter (if any), and each other selling holder and each other person, if any, who controls another selling holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities, whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount of any net proceeds actually received by such selling holder.

  • Series A Preferred Stock The Series A Preferred Stock shall have the following rights, preferences and limitations: i. The Series A Preferred Stock shall have a liquidation preference of $100 per share or an aggregate liquidation preference of $6.4 million. The liquidation preference shall be senior to all other securities of the Company including the Series B, C and D Preferred Stock described below and the Common Stock. ii. The Series A Preferred Stock shall not have specified dividends but shall be entitled to participate on an as-converted basis in any dividends paid on the Common Stock of the Company or the Series B, C or D Preferred Stock. iii. The Series A Preferred Stock shall not be subject to mandatory redemption at the election of the Investors but shall be subject to redemption at a redemption price of $100 per share by the Company at any time on or after ten (10) years after the original date of issuance. iv. The Series A Preferred Stock shall be convertible into shares of Common Stock at a conversion price of $1.00 per share. Each share of Series A Preferred Stock shall be initially convertible into 100 shares of Common Stock based on the $100 liquidation preferential amount thereof. The conversion price and number of shares will be subject to customary anti-dilution adjustments for stock splits, share dividends, recapitalizations, stock issuances, etc., with the anti-dilution adjustment for the issuance of shares at less than the conversion price being determined on the "weighted average method." v. Subject to the provisions of Section 3A hereof, the Series A Preferred Stock, voting as a single class, shall be entitled to elect a majority (4) of the Board of Directors. On all other matters, the holders of the Series A Preferred Stock shall vote together with the holders of the Common Stock and the Series B, C and D Preferred Stock and shall be entitled to cast one vote for each share of Common Stock into which the Series A Preferred Stock is convertible. vi. The approval of the Series A Preferred Stock, voting as a separate class, shall be required for the issuance of any securities having liquidation or other rights senior or superior or equal in any respect to the rights of the Series A Preferred Stock.