Senior Preferred Stock. Parent agrees that it will not issue any shares of its Senior Preferred Stock, par value $0.01 per share, to be authorized in the Restated Certificate, unless the Company fails to consummate the transaction contemplated by Section 5.1(e) of the Company Disclosure Letter in accordance with the terms of the Merger Agreement prior to the Contribution Closing.
Senior Preferred Stock. 2.1(b) Shares................................................................... 2.1(a) Software................................................................. 3.14(a) subsidiary............................................................... 8.1(f) subsidiaries............................................................. 8.1(f) Superior Proposal........................................................ 5.7(e)(i) Surviving By-Laws........................................................ 1.5
Senior Preferred Stock. The amounts referred to in clauses (1) and (8) shall be included as Restricted Payments in any computation made pursuant to clause (iii) of this Section 4.7. Not later than the date of making any Restricted Payment, the Company shall cause DBS Corp to deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.7 were computed, which calculations shall be based upon the Company's latest available financial statements.
Senior Preferred Stock. 5 5. Closing..................................................................5 5.1. The Closing.....................................................5 5.2. Deliveries by Company at Closing................................6 5.3. Possession......................................................7 5.4. Deliveries by Flextrend At Closing..............................7
Senior Preferred Stock. The shares of Senior Preferred Stock are owned by the Partnership free and clear of all Encumbrances.
Senior Preferred Stock. 8 Stock ........................................................ 8
Senior Preferred Stock. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, before any payment or distribution of the assets of the Corporation (whether from capital or surplus) shall be made to or set apart for the holders of the Series D Preferred Stock upon liquidation, dissolution or winding up, the holders of each class or series of Preferred Stock ranking senior to the Series D Preferred Stock upon liquidation, dissolution or winding up shall be entitled to receive full payment of their liquidation preferences.
Senior Preferred Stock. Each holder of Series C Preferred Stock and Series D Preferred Stock shall be entitled to receive, upon the delivery of a duly executed Letter of Transmittal, with respect to each share of Series C Preferred Stock or Series D Preferred Stock, respectively, held by such Company Stockholder immediately prior to the Effective Time, on a pari passu basis in accordance with the Company Charter, an amount equal to (x) the Series C Liquidation Preference or Series D Liquidation Preference (as such terms are defined in the Company Charter), respectively, with respect to such share minus (y) such share’s pro rata portion of the Senior Preferred SPP Amount (which pro rata portion shall be determined by dividing such share’s Series C Liquidation Preference or Series D Liquidation Preference by the aggregate amount of the Series C Liquidation Preference or Series D Liquidation Preference payable with respect to all such shares). “Senior Preferred Merger Consideration” shall mean the aggregate amount payable to all holders of Series C Preferred Stock and Series D Preferred Stock under this Section 2.4(c)(i).
Senior Preferred Stock. The Senior Convertible Preferred Stock, par value ---------------------- $.01 per share, of the Company. Stockholders Agreement: The stockholders agreement to be entered into on ---------------------- the Closing Date among the Company, the management investors named therein and the Purchaser.
Senior Preferred Stock. The GSEs set the SPS senior to all other stock and private equity, but junior to preferred and subordinate debt (Frame et al. 2015). The SPS was perpetual and thus had no specified date of maturity (Jester et al. 2018). Per Treasury’s initial purchase, the Liquidation Preference of SPS was set to $1,000 per share (Certificate). As discussed herein and noted in Figure 2, three factors could increase the value of the Liquidation Preference: draws from Treasury, failure to pay previous dividends, and failure to pay a commitment fee. Drawing from Treasury increased the aggregate Liquidation Preference by the total value of the draw and constituted the main source of increases over time. Failing to pay previous dividend payments increased aggregate Liquidation Preference by the unpaid dividend amount. Failing to pay a commitment fee resulted in the same outcome, however, Treasury never requested a commitment fee. The GSEs could pay down the liquidation preference, but not below the initial value of $1,000 per share (Ibid). As of July 2017, Xxxxxx Mae’s liquidation preference was valued at $117.1 billion and Xxxxxxx Mac’s was valued at $72.3 billion (8-K GSEs 08/2017). Total Aggregate Liquidation Preference $117.1 $72.3 $189.4 ˡ As of 3rd quarter 2017 The SPS was to pay a quarterly dividend in arrears based on the dividend rate multiplied by the then liquidation preference. The standard dividend rate was 10%. If the GSE failed to pay a dividend on time (i) the unpaid dividend would be added to and increase the liquidation preference, and (ii) the dividend rate would rise to 12% and remain at that increased rate until the GSE paid all cumulative but unpaid dividends (including dividends added to the liquidation preference) (Certificate). With respect to dividends and distributions upon dissolution, liquidation or winding up, the SPS ranked prior the GSE’s common stock, all other outstanding preferred stock, and all other capital stock to be issued. The GSEs also were required to pay a periodic commitment fee (PCFee), accruing from January 1, 2010 and payable quarterly beginning March 31, 2010, to compensate Treasury for its ongoing commitment under the SPSPA after December 31, 2009 (Stock Purchase). The FHFA and Treasury—in consultation with the Fed—decided the amount of the PCFee, which would be applicable for a five-year period (and reset every five years) (Ibid). Treasury could in its discretion waive the PCFee at the beginning of year based on adverse conditi...
