Description of Preferred Securities Sample Clauses

Description of Preferred Securities. The Preferred Securities will be guaranteed by Entergy Gulf States, Inc., a Texas corporation (the "Company" and, together with the Trust, the "Offerors"), with respect to distributions and payments upon liquidation, redemption and otherwise (the "Guarantee") pursuant to, and to the extent set forth in, the Guarantee Agreement (the "Guarantee Agreement"), dated as of __________ __, 1997, between the Company and The Bank of New York, as trustee (the "Guarantee Trustee"). Under an agreement as to expenses and liabilities between the Company and the Trust, pursuant to the Trust Agreement (as defined herein), dated as of __________ __, 1997 (the "Expense Agreement"), the Company will irrevocably and unconditionally guarantee to each person or entity to whom the Trust becomes indebted or liable the full payment of any costs, expenses or liabilities of the Trust, subject to certain exceptions therein. The proceeds from the sale of the Preferred Securities will be combined with the proceeds from the sale by the Trust to the Company of its common securities representing undivided beneficial interests in the assets of the Trust (the "Common Securities" and, together with the Preferred Securities, the "Trust Securities"), and will be used by the Trust to purchase $________ aggregate principal amount of __% Junior Subordinated Deferrable Interest Debentures, Series A, due ________ __, 2046 issued by the Company (the "Debentures" and, together with the Guarantee, the "Company Securities"). The Trust Securities will be issued pursuant to the Amended and Restated Trust Agreement of the Trust, dated as of _________ __, 1997 (the "Trust Agreement"), among the Company, as depositor, the Administrative Trustees (as defined herein), The Bank of New York, as property trustee (the "Property Trustee"), The Bank of New York (Delaware), as Delaware trustee (the "Delaware Trustee"), and the holders, from time to time, of undivided beneficial interests in the assets of the Trust. The Debentures will be issued pursuant to an Indenture, dated as of ________ __, 1997, as supplemented by a certificate of an officer of the Company pursuant to resolutions of the Board of Directors of the Company (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Debenture Trustee"). The Preferred Securities and the Company Securities are referred to herein as the "Securities."
Sample 1
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Description of Preferred Securities. The Offerors propose ----------------------------------- that the Trust issue the Preferred Securities pursuant to an Amended and Restated Trust Agreement, among The Bank of New York, as Property Trustee, The Bank of New York (Delaware) as Delaware Trustee and three employees of the Company as Administrative Trustees, in substantially the form heretofore delivered to you, said Agreement being hereinafter referred to as the "Trust Agreement". In connection with the issuance of the Preferred Securities, the Company proposes (i) to issue its Junior Subordinated Deferrable Interest Debentures (the "Debentures") pursuant to an Indenture, dated as of ________ 1, 1996, between the Company and The Bank of New York, as trustee (the "Indenture") and (ii) to guarantee the Preferred Securities pursuant a Guarantee Agreement between the Company and The Bank of New York, as guarantee trustee (the "Guarantee"), to the extent described therein.
Sample 1
Description of Preferred Securities. The Offerors ----------------------------------- propose for the Trust to issue the Preferred Securities pursuant to an Amended and Restated Trust Agreement, to be dated as of ______, among The Bank of New York, as Property Trustee, The Bank of New York (Delaware) as Delaware Trustee and three employees of the Company as Administrative Trustees, in substantially the form heretofore delivered to you, said Agreement being hereinafter referred to as the "Trust Agreement". In connection with the issuance of the Preferred Securities, the Company proposes (i) to issue its ____% Junior Subordinated Debentures (the "Debentures") pursuant to an Indenture, dated as of December 1, 1995, between the Company and The Bank of New York, as trustee (the "Indenture") and (ii) to issue a guarantee of the Preferred Securities to the extent described in the Prospectus (as defined below) (the "Guarantee").
Sample 1
Description of Preferred Securities. The Offerors propose for the Trust to issue the Preferred Securities pursuant to an Amended and Restated Trust Agreement, to be dated as of ____________, ____, among The Bank of New York, as Property Trustee, The Bank of New York (Delaware) as Delaware Trustee and certain employees of the Company or one or of its affiliates as Administrative Trustees, and holders, from time to time, of undivided beneficial interests in the assets of the Trust, in substantially the form heretofore delivered to you, as representatives of the Underwriters, said Agreement being hereinafter referred to as the "Trust Agreement". In connection with the issuance of the Preferred Securities, the Company proposes (i) to issue its ______% Junior Subordinated Debentures, Series [__] (the "Debentures") pursuant to an Indenture, dated as of _________________, ____, between the Company and The Bank of New York, as trustee (the "Indenture") and (ii) to issue a guarantee of the Preferred Securities to the extent described in the Prospectus (as defined below) (the "Guarantee").
Sample 1

Related to Description of Preferred Securities

  • Redemption of Preferred Stock Whenever the Corporation shall be permitted and shall elect to redeem shares of Preferred Stock in accordance with the terms of the Certificate of Designations, it shall (unless otherwise agreed to in writing with the Depositary) give or cause to be given to the Depositary, not less than 35 days and not more than 65 days prior to the Redemption Date (as defined below), notice of the date of such proposed redemption of Preferred Stock and of the number of such shares held by the Depositary to be so redeemed and the applicable redemption price, which notice shall be accompanied by a certificate from the Corporation stating that such redemption of Preferred Stock is in accordance with the provisions of the Certificate of Designations. On the date of such redemption, provided that the Corporation shall then have paid or caused to be paid in full to the Depositary the redemption price of the Preferred Stock to be redeemed, plus an amount equal to any declared and unpaid dividends (without accumulation of any undeclared dividends) thereon to the date fixed for redemption, in accordance with the provisions of the Certificate of Designations, the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock. The Depositary shall mail notice of the Corporation’s redemption of Preferred Stock and the proposed simultaneous redemption of the number of Depositary Shares representing the Preferred Stock to be redeemed by first-class mail, postage prepaid, not less than 30 days and not more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “Redemption Date”), to the Record Holders of the Receipts evidencing the Depositary Shares to be so redeemed at their respective last addresses as they appear on the records of the Depositary; but neither failure to mail any such notice of redemption of Depositary Shares to one or more such Holders nor any defect in any notice of redemption of Depositary Shares to one or more such Holders shall affect the sufficiency of the proceedings for redemption as to the other Holders. Each such notice shall be prepared by the Corporation and shall state: (i) the Redemption Date; (ii) the number of Depositary Shares to be redeemed and, if less than all the Depositary Shares held by any such Holder are to be redeemed, the number of such Depositary Shares held by such Holder to be so redeemed; (iii) the redemption price or the manner of its calculation; (iv) the place or places where Receipts evidencing such Depositary Shares are to be surrendered for payment of the redemption price; and (v) that dividends in respect of the Preferred Stock represented by such Depositary Shares to be redeemed will cease to accrue on such Redemption Date. In case less than all the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed shall be selected either pro rata or by lot.

  • Trust Preferred Securities The Company has performed, or has caused each Company Trust to perform, all of the obligations required to be performed by it and is not in default under the terms of the Company Trust Debentures or the Company Trust Preferred Securities or any agreements related thereto.

  • Purchase of Preferred Shares Subject to the terms and conditions set forth in this Agreement, at the Closing the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, the number of Preferred Shares set forth below such Purchaser’s name on the signature page of this Agreement at a per Preferred Share price equal to the Purchase Price.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Lists of Holders of Preferred Securities (a) The Guarantor shall provide the Guarantee Trustee with such information as is required under Section 312(a) of the Trust Indenture Act at the times and in the manner provided in Section 312(a).

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Reservation of Preferred Stock The Preferred Stock issuable upon exercise of the Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Charter and Bylaws, as amended. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock. The Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder.

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

  • Transfer of Preferred Shares Subject to compliance with applicable securities laws, Treasury shall be permitted to transfer, sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Preferred Shares at any time, and the Company shall take all steps as may be reasonably requested by Treasury to facilitate the Transfer of the Preferred Shares, including without limitation, as set forth in Section 4.4, provided that Treasury shall not Transfer any Preferred Shares if such transfer would require the Company to be subject to the periodic reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Company was not already subject to such requirements. In furtherance of the foregoing, the Company shall provide reasonable cooperation to facilitate any Transfers of the Preferred Shares, including, as is reasonable under the circumstances, by furnishing such information concerning the Company and its business as a proposed transferee may reasonably request and making management of the Company reasonably available to respond to questions of a proposed transferee in accordance with customary practice, subject in all cases to the proposed transferee agreeing to a customary confidentiality agreement.

  • Redemption of the Debentures SECTION 3.1. Tax Event and Regulatory Capital Event Redemption..................................................... 7 SECTION 3.2. Optional Redemption by Company................................. 8 SECTION 3.3.

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