Mirror Preferred Stock means a series of convertible preferred stock issued by the Distributed Entity and having terms, conditions, designations, dividend rights, voting powers, rights on liquidation and other preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof that are identical, or as nearly so as is practicable in the good faith judgment of the Board of Directors, to those of the Convertible Preferred Stock, except that the Liquidation Preference and the Conversion Price thereof will be determined as provided herein.
Mirror Preferred Stock means convertible preferred stock issued by the issuer of the Redemption Securities and having terms, conditions, designations, dividend rights, voting powers, rights on liquidation and other preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof that are identical, or as nearly so as is practicable in the good faith judgment of the Board of Directors, to those of the Series G Preferred Stock for which such Mirror Preferred Stock is exchanged, except that (x) the liquidation preference will be determined as provided above in this paragraph 7(g), (y) the running of any time periods pursuant to the terms of the Series G Preferred Stock shall be tacked to the corresponding time periods in the Mirror Preferred Stock and (z) the Mirror Preferred Stock shall be convertible into the kind and amount of Redemption Securities, cash and other assets that the holder of a share of Series G Preferred Stock in respect of which such Mirror Preferred Stock is issued pursuant to the terms hereof would have received upon redemption of the Redeemable Capital Stock had such shares of Series G Preferred Stock been converted prior to the effective date of the Redemption Event.
Mirror Preferred Stock means a series of convertible preferred stock issued by the Distributed Entity and having terms, conditions, designations, dividend rights, voting powers, rights on liquidation and other preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof that are identical, or as nearly so as is practicable in the good faith judgment of the Board of Directors, to those of the Series A Preferred Stock, except that the Accrued Value and the Conversion Price thereof will be determined as provided herein.
Examples of Mirror Preferred Stock in a sentence
With respect to any Exchange Preferred Stock or Mirror Preferred Stock, the Mandatory Redemption Date shall be the later to occur of (i) November 23, 2008, and (ii) the fifth anniversary of the date of issuance of such Exchange Preferred Stock or Mirror Preferred Stock.
The Company agrees for U.S. federal and applicable state and local income tax purposes the shares of Mirror Preferred Stock and Exchange Preferred Stock shall be structured in a way not to be classified as “preferred stock” within the meaning of Section 305 or Section 306 of the Code (or similar or analogous state or local income tax law) or “nonqualified preferred stock” within the meaning of Section 351(g) of the Code.
Provided that Purchaser shall have provided to the Company reasonably in advance of the first mailing to stockholders of the Company Statement the terms of the Mirror Preferred Stock, then, prior to the Effective Time, the Board of Directors of the Company shall take all necessary action to establish the terms of the Mirror Preferred Stock and file the certificate of designation with respect thereto with the Delaware Secretary of State, all in accordance with the applicable provisions of Delaware Law.
The "Mirror Preferred Stock" shall be Preferred Stock of the Company, the terms of and certificate of designations of which shall be identical in all respects (except the name of the Company) to the terms of the Preferred Stock of the Purchaser and the certificate of designations therefor in effect immediately prior to the Effective Time.
Provided that MergerSub shall have provided to Company reasonably in advance of the first mailing to stockholders of the Company Proxy Statement the terms thereof, prior to the Effective Time, the Board of Directors of the Company shall take all necessary action to establish the terms of the Mirror Preferred Stock and file the Certificate of Designations with the Delaware Secretary of State, all in accordance with the applicable provisions of Delaware Law.
More Definitions of Mirror Preferred Stock
Mirror Preferred Stock means the 11 1/2% Senior PIK Preferred Stock due 2010 of the Company.
Mirror Preferred Stock means convertible preferred stock issued by the issuer of the Special Securities, such Mirror Preferred Stock to have terms, conditions, designations, dividend rights, voting powers, rights on liquidation and other preferences and relative, participating, optional or other special rights, and qualifications, limitations, or restrictions thereof which are identical, or as nearly so as is practicable in the reasonable judgment of the Board of Directors, to those of the Convertible Preferred Stock, except that the running of any time periods pursuant to the terms of the Convertible Preferred Stock shall be tacked to such time periods in the Mirror Preferred Stock and except that Mirror Preferred Stock shall be convertible into shares of the Special Security in respect of which such Mirror Preferred Stock is issued pursuant to the terms hereof in lieu of Class A Common Stock. The rate at which Mirror Preferred Stock shall be convertible into Special Securities, expressed in shares of the Special Security per dollar of liquidation value of the Mirror Preferred Stock, shall:
Mirror Preferred Stock means convertible preferred stock issued by the issuer of the Redemption Securities and having terms, conditions, designations, dividend rights, voting powers, rights on liquidation and other preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof that are identical, or as nearly so as is practicable in the good faith judgment of the Board of Directors, to those of the Series H Preferred Stock for which such Mirror Preferred Stock is exchanged, except that (x) the liquidation preference will be determined as provided above in this paragraph 7(g), (y) the running of any time periods pursuant to the terms of
Mirror Preferred Stock means a series of convertible preferred stock issued by the Distributed Entity and having terms, conditions, designations, dividend rights, voting powers, rights on liquidation and other preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof that are identical, or as nearly so as is practicable in the good faith judgment of the Board of Directors, to those of the Series A Preferred Stock, except that (i) the initial liquidation preference, the Base Amount, the Conversion Rate and the Conversion Price thereof will be determined as provided in Section 2(h)(iii)(3), (ii) the running of any time periods pursuant to the terms of the Series A Preferred Stock shall be tacked to the corresponding time periods in the Mirror Preferred Stock and (iii) the Mirror Preferred Stock shall be convertible into the kind of securities of the Distributed Entity that the holders of Common Stock received in the Distribution Transaction.
Mirror Preferred Stock means a new series of Preferred Stock of the Company having terms substantially identical to the Series A Preferred Stock (and otherwise reasonably acceptable to the Company and the Purchaser) including, on a per share basis, having the same Liquidation Preference, Accrued Dividends and Conversion Rate (as such terms are defined in the Certificate of Designations) as of the date such series of Mirror Preferred Stock is issued, as the shares of Series A Preferred Stock then outstanding, and which upon issuance will be entitled to the same voting rights as the Series A Preferred Stock would have if the Additional Closing had occurred (but, for the avoidance of doubt, without the right to elect any Purchaser Designees).
Mirror Preferred Stock means convertible preferred stock issued by (a) in the case of a Spinoff, the issuer of the applicable Spinoff Securities, and (b) in the case of an Exchange Offer, the issuer of the applicable Exchange Securities, and having terms, conditions, designations, dividend rights, voting powers, rights on liquidation and other preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof that are identical, or as nearly so as practicable in the judgment of the Company's Board of Directors, to those of the Series A Preferred Stock for which such Mirror
Mirror Preferred Stock means convertible preferred stock issued by (a) in the case of a redemption of Redeemable Capital Stock, the issuer of the applicable Redemption Securities and (b) in the case of a PCS Spin Off, the issuer of the applicable PCS Spin Off Securities and having terms, designations, conditions, dividend rights, voting powers, rights on liquidation and other preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof that are identical, or as nearly so as is practicable in the judgment of the Board of Directors, to those of the Seventh Series for which such Mirror Preferred Stock is exchanged, except that (i) the liquidation preference will be determined as provided in ARTICLE SIX, Section 9.11.3(e)(vii) or Section 9.11.3(e)(viii), as applicable, (ii) the running of any time periods pursuant to the terms of the Seventh Series shall be tacked to the corresponding time periods in the Mirror Preferred Stock and (iii) the Mirror Preferred Stock shall be convertible into the kind and amount of Redemption Securities or PCS Spin Off Securities, as applicable, and other securities and property that the holder of a share of Seventh Series in respect of which such Mirror Preferred Stock is issued pursuant to the terms hereof would have received (A) in the case of the redemption of Redeemable Capital Stock, upon such redemption had such share of Seventh Series been converted immediately prior to the effective date of the Redemption Event and (B) in the case of a PCS Spin Off, in such PCS Spin Off had such share of Seventh Series been converted immediately prior to the record date for such PCS Spin Off.