Contingent Equity definition

Contingent Equity means Equity, in addition to Base Equity and advances under the Subordinated Funding Agreement, in an amount equal to the sum of:
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Contingent Equity shall have the meaning ascribed thereto in Section 2.1(c)(i) (Contingent Equity).
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Contingent Equity means the amount of any Equity Assessments paid by an Affiliate, which shall become Equity after the Affiliate has paid all of the Membership Fees required to become a Member.
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Examples of Contingent Equity in a sentence

  • For the purpose of determining the Pro Rata share of the Contingent Equity Distribution to be distributed as set forth in Section 5.1(e) and Section 5.1(f) of this Plan, the Claim of a holder of an Allowed Subordinated Claim in Class C-5B, if any, shall be deemed to equal the number of shares of Old Equity on which the Allowed Subordinated Claim is based, unless otherwise ordered by the Bankruptcy Court.

  • On the Effective Date, or as soon as reasonably practicable after, the Reorganized Debtors shall issue (i) for distribution in accordance with the terms of the Plan, the New Common Shares, the New Senior Notes, the New PIK Notes and the Contingent Equity Distribution to the Disbursing Agent, and (ii) the New Subsidiary Companies Common Shares to Reorganized Comdisco.

  • The issuance of the New Common Shares, the New Senior Notes and the New PIK Notes and, to the extent they are securities, the Contingent Equity Distribution, and the distribution thereof shall be exempt from registration under applicable securities laws pursuant to section 1145(a) of the Bankruptcy Code.

  • On the Effective Date, or as soon thereafter as is reasonable and practicable, each holder of an Allowed Comdisco Interest shall receive (i) if Classes C-3 and C- 4 vote to accept the Plan such holder's Pro Rata share of the Contingent Equity Distribution or (ii) if either Class C-3 or C-4 does not vote to accept the Plan, the holders of Interests in Class C-5A shall receive or retain no property under the Plan on account of such Interests.

  • This Repurchase Right will lapse in accordance with the vesting schedule set forth in the Contingent Equity Agreement.

  • The United States federal income tax treatment of a holder's exchange of its Allowed Comdisco Interest or Allowed Subordinated Claim for a Pro Rata share of the Contingent Equity Distribution is not entirely clear.

  • Such treatment will depend in part on whether the receipt of such interest is a "closed transaction" or an "open transaction" for United States federal income tax purposes, and in part on whether the Contingent Equity Distribution is treated as a right to payment under a contract or as a debt instrument for United States federal income tax purposes.

  • The Debtors believe that the offer and sale of the New Common Shares, New Senior Notes and New PIK Notes and, to the extent they are securities, the Contingent Equity Distribution, under the Plan satisfies the requirements of section 1145(a)(1) of the Bankruptcy Code and is, therefore, exempt from registration under the Securities Act and state securities laws.

  • The holder's initial tax bases in its Pro Rata share of the Contingent Equity Distribution will equal its fair market value on the Effective Date.

  • If a holder's receipt of a Pro Rata share of the Contingent Equity Distribution in exchange for its Allowed Comdisco Interest in Class C-5A or Allowed Subordinated Claim in Class C-5B is treated as an "open transaction" for United States federal income tax purposes, the holder would not take such interest into account on the date of the exchange for purposes of determining gain or loss with respect to the exchange.


More Definitions of Contingent Equity

Contingent Equity means the amounts of Equity up to a maximum Base Currency Amount of, in aggregate, USD250,000,000 that the Sponsors are severally obliged to ensure are provided, upon the request of the Agent, to the Company in accordance with the Sponsor Group Shareholder’s Undertakings to which they are party.
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Related to Contingent Equity

  • Contingent Claim means any Claim, the liability for which attaches or is dependent upon the occurrence or happening of, or is triggered by, an event, which event has not yet occurred, happened or been triggered as of the date on which such Claim is sought to be estimated or an objection to such Claim is filed, whether or not such event is within the actual or presumed contemplation of the holder of such Claim and whether or not a relationship between the holder of such Claim and FairPoint now or hereafter exists or previously existed.

  • Contingent Right means a right under this Schedule 5 which is not a Firm Right and which is subject to the fulfilment of all competing Exercised Firm Rights and any additional contingency specified in this Schedule 5;

  • Contingent Consideration has the meaning set forth in Section 1.6.

  • Contingent Payment shall have the meaning set forth in Section 2.2(a).

  • Contingent Load means Load payable by the Unit Holder at actual basis to the extent of loss incurred by fund due to disinvestments if Units are redeemed by any major Unit Holder in such period of time that the Management Company believes may adversely affect the interest of other Unit Holder(s). Any Contingent Load received will form part of the Trust Property.

  • Contingent Payments has the meaning set forth in Section 2.05(b).

  • Net Equity ’ means, subject to such rules and regulations as the Commission pro- mulgates under the Act, with respect to the aggregate of all of a customer’s accounts that such customer has in the same capacity—

  • Contingent fee, as used in this clause, means any commission, percentage, brokerage, or other fee that is contingent upon the success that a person or concern has in securing a Government contract.

  • Contingent Liability means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount (or maximum outstanding principal amount, if larger) of the debt, obligation or other liability guaranteed thereby.

  • Contingent Annuitant is the natural person who becomes the Annuitant if the Annuitant dies prior to the Income Date.

  • Parent Equity Plan means the Energy Transfer Equity, L.P. Long-Term Incentive Plan.

  • Contingent Obligation is, for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

  • Parent Equity Awards means Parent Options, Parent DSU Awards and Parent PSU Awards.

  • Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.

  • Contingent Liabilities means, respectively, each obligation and liability of the Credit Parties and all such obligations and liabilities of the Credit Parties incurred pursuant to any agreement, undertaking or arrangement by which any Credit Party either: (i) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other obligation which may be issued or incurred at some future time; (ii) guarantees the payment of dividends or other distributions upon the shares or ownership interest of any other Person; (iii) undertakes or agrees (whether contingently or otherwise): (A) to purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets constituting security therefor; (B) to advance or provide funds for the payment or discharge of any indebtedness, obligation or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person; or (C) to make payment to any other Person other than for value received; (iv) agrees to lease property or to purchase securities, property or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the ability of such other Person to make payment of the indebtedness or obligation; (v) to induce the issuance of, or in connection with the issuance of, any letter of credit for the benefit of such other Person; or (vi) undertakes or agrees otherwise to assure or insure a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other liability guaranteed or supported thereby.

  • Contingent means subject to repurchase rights and/or other requirements.

  • Identified Contingent Liabilities means the maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Transactions (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower.

  • New Equity means the common equity interests in Reorganized Neiman to be authorized, issued, or reserved on the Effective Date pursuant to the Plan.

  • First Equity Financing Price means (x) if the pre-money valuation of the Company immediately prior to the First Equity Financing is less than or equal to the Valuation Cap, the lowest price per share of the Equity Securities sold in the First Equity Financing or (y) if the pre-money valuation of the Company immediately prior to the First Equity Financing is greater than the Valuation Cap, the SAFE Price.

  • Contingent Obligations means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent:

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).

  • Covered Debt Amount means, on any date, the sum of (x) all of the Revolving Credit Exposures of all Lenders on such date plus (y) the aggregate principal amount (including any increase in the aggregate principal amount resulting from payable-in-kind interest) of Other Covered Indebtedness outstanding on such date.

  • Net Equity Proceeds means, with respect to each issuance or sale of any equity by any Person or any capital contribution to such Person, the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) received by such Person from the respective sale or issuance of its equity or from the respective capital contribution.

  • Contingent Compensation Payment means any payment (or benefit) in the nature of compensation that is made or made available (under this Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in Ownership or Control of the Company.

  • Adjusted Equity means the Equity funded in Indian Rupees and adjusted on the first day of the current month (the “Reference Date”), in the manner set forth below, to reflect the change in its value on account of depreciation and variations in Wholesale Price Index (WPI), and for any Reference Date occurring between the first day of the month of Appointed Date (the date of achievement of Financial Closure) and the Reference Date; i. On or before Commercial Operation Date (COD), the Adjusted Equity shall be a sum equal to the Equity funded in Indian Rupees and expended on the Project, revised to the extent of one half of the variation in WPI occurring between the first day of the month of Appointed Date and Reference Date; ii. An amount equal to the Adjusted Equity as on COD shall be deemed to be the base (the “Base Adjusted Equity”); iii. After COD, the Adjusted Equity hereunder shall be a sum equal to the Base Adjusted Equity, reduced by 0.333% (zero point three threethree percent) thereof at the commencement of each month following the COD [reduction of 1% (one percent) per quarter of an year] and the amount so arrived at shall be revised to the extent of variation in WPI occurring between the COD and the Reference Date; For the avoidance of doubt, the Adjusted Equity shall, in the event of termination, be computed as on the Reference Date immediately preceding the Transfer Date; provided that no reduction in the Adjusted Equity shall be made for a period equal to the duration, if any, for which the PPA period is extended, but the revision on account of WPI shall continue to be made.