Permanent Capital Objective Sample Clauses

Permanent Capital Objective. (a) Wings will obtain a minimum of $500 million of Permanent Capital no later than June 30, 1996, of which at least $250 million will consist of either common stock or Eligible Convertible Preferred Stock (the obtaining of such Permanent Capital to be known as a “Capital Event”). If Wings and its subsidiaries have not completed a Capital Event in one or more transactions by such date, the Existing Common Stockholders (and not the holder or holders of the Employee Stock) will transfer to Wings up to 26,286 shares of common stock (subject to the adjustment provided below) held by them (the “Penalty Stock”) on September 1, 1996, as specified in Section 6.3(b), such shares will be retired by Wings and the same number of shares of non-voting common stock will be issued by Wings to the Trusts (and to the holders of Employee Stock transferred pursuant to any Separate Arrangements), on a pro rata basis as set forth in Section 4.1. Agreements will be made with each Union to establish Separate Arrangements (which may include a grantor trust or trusts) with respect to any shares of Employee Stock required to be transferred pursuant to this Section 6.3 but which may not be transferred to a Trust due to the provisions of the Code, including Sections 401(a)(4), 401(a)(17) and 415. If any shares of Penalty Stock are required to be transferred pursuant to this Section 6.3, Wings and the Company will ensure, by means of arrangements reasonably satisfactory to the IAM, that (i) between June 30, 1996 and September 1, 1996, (A) such transfer is subject solely to the passage of time and no other conditions or contingencies whatsoever, (B) such shares will not be voted by the holders thereof and (C) Wings will not declare or pay any dividends or other distributions on such shares during such 60 day period, and (ii) if for any reason the transfer of such Penalty Shares will be delayed after September 1, 1996, the Trusts and the other holders to whom such shares are to be transferred (the “Penalty Stock Transferees”) will for all purposes be treated as the beneficial owners thereof and will receive all of the economic benefits and other powers and privileges (other than voting rights, which will not be exercised by any person) attaching thereto.