Treatment of Existing Equity Holders Sample Clauses

Treatment of Existing Equity Holders. (a) Each Existing Shareholder shall:
Sample 1
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Treatment of Existing Equity Holders. Upon the exchange by holders of 100% of the Subordinated Notes Claims for New Equity and the effectiveness of the Recapitalization, Existing Equity Holders shall receive on a pro rata basis (i) 5.0% of the New Equity subject to dilution pursuant to the Management Incentive Plan (as defined below) and (ii) warrants (the “New Warrants”) providing the right to acquire 10% of the New Equity at an exercise price corresponding to the principal amount of the Subordinated Notes outstanding plus accrued and unpaid interest as of the effective date of the Recapitalization. The New Warrants shall expire four (4) years after the effective date of the Recapitalization. The exercise price of the New Warrants will reflect dilution for the equity interests to be issued under the Management Incentive Plan (i.e., such that when this Term Sheet provides that the holders of Subordinated Notes Claims will receive a recovery in New Equity of 100% of principal amount outstanding under the Subordinated Notes plus accrued and unpaid interest this will reflect dilution from the equity interests issued pursuant to the Management Incentive Plan). If the holders of Subordinated Notes Claims agree to exchange less than 100% of such claims for New Equity, the distribution to the holders of Subordinated Notes will be adjusted in a manner mutually agreeable to the Company, Vestar and the Required Consenting Subordinated Noteholders. The acceptable percentage of “hold-outs” and the form of recapitalization will be mutually determined. Tax/Business Considerations The parties to the Recapitalization Support Agreement shall use good faith efforts to structure the Recapitalization and the transactions contemplated herein and in the Recapitalization Support Agreement to the maximum extent possible in a tax-efficient and cost-effective manner for the Company and Vestar. Board of Reorganized Company One board member shall be appointed by Vestar. Management Incentive Plan A new management equity incentive plan (the “Management Incentive Plan”) to be agreed upon acceptable to the Company and the Required Consenting Subordinated Noteholders. Releases Customary releases to be mutually agreed upon. Governing Law and Forum New York Exhibit B to the Recapitalization Support Agreement Pledge Agreement Exhibit C to the Recapitalization Support Agreement Transfer Agreement
Sample 1
Treatment of Existing Equity Holders. (a) On the Effective Date, in accordance with the steps and sequence set forth in Section 5 . 4 : ( i) Each Existing Common Shareholder shall retain its Existing Common Shares, subject to the Common Share Consolidation, subject to the treatment of fractional interests in accordance with Section 6 . 3 of this Plan . ( ii) Each Holding Preferred Shareholder, in its capacity as such, shall be deemed to have been issued its New Equity Offering Rights based on its Securityholder Subscription Share Percentage of the Preferred Shareholder Equity Allocation . ( iii) Each Existing Preferred Shareholder shall receive its Preferred Shareholder Pro Rata Share of the Preferred Shareholder Exchange Shares, subject to the treatment of fractional interests in accordance with Section 6 . 3 of this Plan . ( iv) After giving effect to the terms of Section 2.3(a)(ii), the Existing Preferred Shares shall be cancelled. (v) Unless otherwise agreed by Just Energy in accordance with the Support Agreement and the Backstop Agreement, and subject to the treatment of the Existing Equity Class Action Claims as provided herein, all of the Affected Equity shall be terminated and cancelled, and shall be deemed to be terminated and cancelled without the need for any repayment of capital thereof or any other liability, payment or compensation therefor and, for greater certainty, no holder of Affected Equity shall be entitled to receive any interest, dividends, premium or other payment in connection therewith . ( vi) The Affected Equity Claims shall constitute Released Claims and be treated in the manner set forth in Section 5.4.
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Treatment of Existing Equity Holders. 27 ARTICLE 4
Sample 1
Treatment of Existing Equity Holders. (a) Each Existing Shareholder shall retain its Existing Shares, such that Existing Shareholders shall hold in aggregate 2.75% of the Shares of ICH issued and outstanding immediately following the implementation of this Plan.
Sample 1

Related to Treatment of Existing Equity Holders

  • Agreement to Purchase and Sell Stock Subject to the terms and conditions of this Agreement, the Company agrees to sell to each of the Investors at the Closing (as defined below), and each of the Investors agrees to purchase from the Company at the Closing, the number of shares of the Company's Common Stock set forth opposite such Investor's name on the Schedule of Investors (collectively, the "Shares") at a price of $39.00 per share.

  • Treatment of Warrant Upon Acquisition of Company (a) For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

  • Redemption Rights of Qualifying Parties A. Commencing on the expiration of the Twelve-Month Period applicable to any Partnership Common Units, a Qualifying Party shall have the right (subject to the terms and conditions set forth herein), by delivering a Notice of Redemption to the Managing General Partner, to require the Partnership to redeem all or a portion of such Partnership Common Units held by such Tendering Party (Partnership Common Units that have in fact been tendered for redemption being hereafter referred to as “Tendered Units”) in exchange (a “Redemption”) for the Cash Amount payable on the Specified Redemption Date. The Partnership may, in the Managing General Partner’s sole and absolute discretion, redeem Tendered Units at the request of the Holder prior to the end of the applicable Twelve-Month Period (subject to the terms and conditions set forth herein) (a “Special Redemption”); provided, however, that the Managing General Partner first receives a legal opinion to the same effect as the legal opinion described in Section 15.1.G(4) of this Agreement. Any Redemption shall be exercised pursuant to a Notice of Redemption delivered to the Managing General Partner and the Special Limited Partner by the Qualifying Party when exercising the Redemption right (the “Tendering Party”). The Partnership’s obligation to effect a Redemption, however, shall not arise or be binding against the Partnership until the earlier of (i) the date the Special Limited Partner notifies the Tendering Party that the Special Limited Partner declines to acquire some or all of the Tendered Units under Section 15.1.B hereof following receipt of a Notice of Redemption and (ii) the Business Day following the Cut-Off Date. In the event of a Redemption, the Cash Amount shall be delivered as a certified or bank check payable to the Tendering Party or, in the Managing General Partner’s sole and absolute discretion, in immediately available funds, in each case, on or before the Specified Redemption Date.

  • Treatment of Company Warrants Each outstanding warrant to purchase Company Common Shares (the “Company Warrants”), whether or not exercisable at the Effective Time, shall, at the option of the holder thereof: (i) be surrendered to Parent in exchange for an amount equal to (A)the per share Consideration multiplied by (B) the number of Company Common Shares the holder of such Company Warrant would have received had such holder exercised such Company Warrant immediately prior to the Closing (assuming for the purposes of this calculation, the cashless exercise of such Company Warrant); or (ii) remain outstanding following the Effective Time in accordance with the terms thereof (each such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 thereof, represent a right to purchase, for a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with the terms of the Company Converted Warrants; provided, that, the number of Parent Common Shares deliverable upon the exercise of the Company Converted Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, the holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the Company Warrants) in accordance with the terms of such Company Converted Warrant.

  • May Hold Securities The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

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