Summary of Trust Preferred Securities and Warrant Terms Sample Clauses

Summary of Trust Preferred Securities and Warrant Terms. The terms of the Trust Preferred Securities are as follows: Issuer: GMAC Capital Trust I, a Delaware statutory business trust (the “Trust” established by GMAC Inc. (“GMAC”)) Guarantor: GMAC Inc. Initial Holder: United States Department of the Treasury (the “UST”). Trustee: Bank of New York Mellon Size: $2.540 billion in aggregate liquidation preference. Trust Preferred Securities: 8.0% Trust Preferred Securities, liquidation preference $1,000 per security (the “Trust Preferred”). Common Securities: $80.01 million 8.0% Common Securities, liquidation preference $1,000 per security (the “Common Securities”). Except under certain circumstances, the Common Securities will receive distributions pro rata with the Trust Preferred. Debentures: GMAC will issue $2.747 billion in aggregate principal amount of 8.0% junior subordinated debentures (the “Debentures”) to the Trust. Distribution: The Debentures, the Trust Preferred and the Common Securities will each pay cumulative cash distributions at a rate of 8.0% per annum, paid on a quarterly basis. Deferral of Distributions: GMAC may defer payments on the Debentures (and the Trust may defer payments of the Trust Preferred and Common Securities) during any period of up to 20 consecutive quarters (an “Extension Period”), provided there is no event of default. At the end of the Extension Period, GMAC must immediately pay all unpaid and accrued interest, at which point it may elect a new deferral period provided that no deferral may extend beyond maturity. For the avoidance of doubt, GMAC shall be entitled to make partial payments on any deferred interest during an Extension Period. Deferred payments will accrue interest, compounded quarterly, at 8.0% per annum. Maturity: The Debentures will mature on February 15, 2040. W/1572146v2 Ranking: The Trust Preferred shall be senior to all other equity securities of the Trust. The Debentures are unsecured and rank equally with all of GMAC’s other existing and future junior subordinated indebtedness, and rank junior to all of GMAC’s existing and future senior or subordinated indebtedness. Guarantee: GMAC will fully and unconditionally guarantee, on an unsecured subordinated basis, payments of distributions and other amounts due on the Trust Preferred up to an amount equal to the sum of the payments that GMAC has made to the Trust on the Debentures for the corresponding payment period. Regulatory Capital Status: Tier 1. No Call Period: 5 years, subject to certain exceptions. Rede...
Sample 1
AutoNDA by SimpleDocs

Related to Summary of Trust Preferred Securities and Warrant Terms

  • Execution, Authentication, Delivery and Dating of Rights Certificates (a) The Rights Certificates shall be executed on behalf of the Company by any of its Chairman of the Board, President, Chief Executive Officer and Chief Financial Officer. The signature of any of these officers on the Rights Certificates may be manual or facsimile. Rights Certificates bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices either before or after the countersignature and delivery of such Rights Certificates.

  • Registration and Registration of Transfer of Residual Certificates (a) Xxxxxx Mae shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Xxxxxx Xxx shall provide for the registration of the Residual Certificates and the registration of transfers of the Residual Certificates. Xxxxxx Mae hereby initially appoints State Street Bank and Trust Company at its Corporate Trust Office as Certificate Registrar and Transfer Agent for the purpose of registration of the Residual Certificates and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Xxxxxx Xxx shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be.

  • Registration Rights Agreement The Company and the Initial Shareholders have entered into a registration rights agreement (the “Registration Rights Agreement”) substantially in the form annexed as an exhibit to the Registration Statement, whereby the parties will be entitled to certain registration rights with respect to their securities, as set forth in such Registration Rights Agreement and described more fully in the Registration Statement.

  • Execution, Authentication, Availability and Dating of the Residual Certificates The Residual Certificates shall be executed on behalf of Xxxxxx Mae by an Authorized Officer of Xxxxxx Xxx under the corporate seal of Xxxxxx Mae, which may be in facsimile form and be imprinted or otherwise reproduced thereon, and shall be attested by the Secretary, Assistant Secretary, or a second Authorized Officer of Xxxxxx Xxx. The signature of any of these Persons on the Residual Certificates may be manual or facsimile. A Residual Certificate bearing the manual or facsimile signature of individuals who were at any time officers of Xxxxxx Mae shall bind Xxxxxx Xxx, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificate. At any time and from time to time after the execution and delivery of this Trust Agreement, Xxxxxx Mae may deliver Residual Certificates executed by Xxxxxx Xxx to the Certificate Registrar for authentication and the Certificate Registrar shall authenticate and make available such Certificates as provided in this Trust Agreement and not otherwise. No Residual Certificate shall be entitled to any benefit under this Trust Agreement or be valid for any purpose, unless there appears on such Residual Certificate a certificate of authentication substantially in the form provided for herein, executed by the Certificate Registrar by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Residual Certificate shall be conclusive evidence, and the only evidence, that such Residual Certificate has been duly authenticated and made available hereunder. Each Residual Certificate shall be dated the date of its authentication.

  • Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

  • Registration of Notes The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes. The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed and treated as the owner and holder thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor promptly upon request therefor, a complete and correct copy of the names and addresses of all registered holders of Notes.

  • Closing of the Securities Purchase (A) Subject to Article V, the closing of the Securities Purchase (the “Closing”) shall be held at such time or date that is agreed to in writing by the Seller and the Company (the date on which the Closing occurs, the “Closing Date”). The Closing shall be held at such place as the Seller and the Company shall mutually agree in writing.

  • Early Redemption and Exercise of Options 10.01 If the Issuer intends (other than consequent upon an Issuer Event of Default) to redeem all or any of the Covered Bonds prior to their stated maturity date or to exercise any other option under the Conditions, it shall, not less than 14 days prior to the latest date for the publication of the notice of redemption or of exercise of the Issuer’s option required to be given to the Holders of any Covered Bonds, give written notice of such intention to the Bond Trustee and the Issuing and Paying Agent or, in the case of Registered Covered Bonds, the Registrar (copied to the Issuing and Paying Agent) stating the date on which such Covered Bonds are to be redeemed or such option is to be exercised.

  • Exchange of Warrant Certificates (1) Any one or more Warrant Certificates representing any number of Warrants may, upon compliance with the reasonable requirements of the Warrant Agent (including compliance with applicable securities legislation), be exchanged for one or more other Warrant Certificates representing the same aggregate number of Warrants, and bearing the same legend, if applicable, as represented by the Warrant Certificate or Warrant Certificates so exchanged.

Time is Money Join Law Insider Premium to draft better contracts faster.