Series C Preferred Units Sample Clauses

Series C Preferred Units. (A) The authorized number of Series C Preferred Units shall be unlimited. Series C Preferred Units that are purchased or otherwise acquired by the Partnership shall be cancelled. (B) The Series C Preferred Units shall be represented by one or more global Certificates registered in the name of the Depositary or its nominee, and no Series C Holder shall be entitled to receive a definitive Certificate evidencing its Series C Preferred Units, unless (1) requested by a Series C Holder and consented to by the General Partner in its sole discretion, (2) otherwise required by law or (3) the Depositary gives notice of its intention to resign or is no longer eligible to act as such with respect to the Series C Preferred Units and the General Partner shall have not selected a substitute Depositary within 60 calendar days thereafter. So long as the Depositary shall have been appointed and is serving with respect to the Series C Preferred Units, payments and communications made by the Partnership to Series C Holders shall be made by making payments to, and communicating with, the Depositary.

Series C Preferred Units. 61 Section 16.1.

Series C Preferred Units. Under the authority granted to ------------------------ it by Section

Series C Preferred Units. Pursuant to the authority granted under Sections 4.3.A and 4.3.B of the First Amended and Restated Agreement of Limited Partnership of IAS Operating Partnership LP (the “Partnership Agreement”), the General Partner hereby establishes a series of Preferred Units designated the 7.50% Fixed-to-Floating Series C Cumulative Redeemable Preferred Units (liquidation preference $25.00 per unit) (the “Series C Preferred Units”) on the terms set forth in this Exhibit G. Capitalized terms used herein without definition have the meanings given to them in the Partnership Agreement.

Series C Preferred Units. 3.3(e) SHAREHOLDER APPROVALS . . . . . . . . . . . . . . . . . . . . . . . 3.5(a) SKY MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . PREAMBLE SKY MERGER ARTICLES OF INCORPORATION . . . . . . . . . . . . . . . 2.1

Series C Preferred Units. Each holder of Series C Preferred Units shall be entitled to exchange Series C Preferred Units for REIT Shares, at such holder’s option, on the following terms and subject to the following conditions: (i) At any time after the Series C Issuance Date, each holder of Series C Preferred Units at its option may exchange each of its Series C Preferred Units for one and 11/100 (1.11) REIT Shares; provided, however, that no Series C Preferred Units may be exchanged on any proposed Series C Exchange Date pursuant to this Section 22.8 unless at least 20,000 Series C Preferred Units, in the aggregate, are exchanged by one or more holders thereof on such Series C Exchange Date pursuant to Series C Exchange Notices. Each holder of Series C Preferred Units that has delivered a Series C Exchange Notice to the General Partner may rescind such Series C Exchange Notice by delivering written notice of such rescission to the General Partner prior to the Series C Exchange Date specified in the applicable Series C Exchange Notice. (ii) The exchange rate is subject to adjustment upon subdivisions, stock splits, stock dividends, combinations and reclassification of REIT Shares. The adjustment to the exchange rate will be determined by the General Partner such that each Series C Preferred Unit will thereafter be exchangeable into the kind and amount of shares of common or other capital stock which would have been received if the exchange had occurred immediately prior to the record date for such subdivision, stock split, stock dividend, combination or reclassification of the REIT Shares. (iii) In case the General Partner shall be a party to any transaction (including, without limitation, a merger, consolidation, statutory share exchange, tender offer for all or substantially all of the General Partner's capital stock or sale of all or substantially all of the General Partner's assets), in each case as a result of which the REIT Shares will be converted into the right to receive shares of capital stock, other securities or other property (including cash or any combination thereof), each Series C Preferred Unit will thereafter be convertible or exchangeable into the kind and amount of shares of capital stock and other securities and property receivable (including cash or any combination thereof) upon the consummation of such transaction by a holder of that number of REIT Shares or fraction thereof into which one Series C Preferred Unit was convertible or exchangeable immediately pr...

Series C Preferred Units. Each Series C Preferred Unit issued and outstanding immediately prior to the Effective Time shall be cancelled and converted into a right to receive in cash the amount of the Liquidation Preference (as such term is defined in the Company’s Certificate of Designation, Preferences and Rights of Series C Preferred Units) of such Series C Preferred Unit through the Closing Date, payable to the holder thereof in accordance with Section 3.3. The aggregate consideration to which the holders of the Series C Preferred Units become entitled pursuant to this Section 3.2(b) is collectively referred to herein as the “Series C Preferred Merger Consideration”.

Series C Preferred Units. (i) Without limitation of the consent rights of the Series B Preferred Member(s) prior the Conversion Date under Section 6.13(a)(i), other than the issuance of New Preferred Units in accordance with Section 2.5(b)(iii)(B), the Company shall not issue any Units that are entitled to the receipt of amounts distributable by the Company in preference or priority to the Series C Preferred Units without the prior written consent of (i) Series C Preferred Member(s) holding a majority of the issued Series C Preferred Units and (ii) in the event that a Conversion by the Series B Preferred Members has occurred, the Series A2 Preferred Members, in each case, such consent not to be unreasonably withheld. (ii) Without limitation of the consent rights of the Series B Preferred Member(s) prior the Conversion Date under Section 6.13(a)(ii), with respect to any Units outstanding on the Effective Date (or any securities of the Company issued or issuable in respect thereof), the Company shall not amend the rights and preferences of any such outstanding Units (or issue any new securities of the Company in respect thereof) such that any such Units would be entitled to the receipt of amounts distributable by the Company in preference or priority to, or on parity with, the Series C Preferred Units without the prior written consent of (i) Series C Preferred Member(s) holding a majority of the issued Series C Preferred Units and (ii) in the event that a Conversion by the Series B Preferred Members has occurred, the Series A2 Preferred Members, in each case, such consent not to be unreasonably withheld.

Series C Preferred Units