New Convertible Preferred Stock definition

New Convertible Preferred Stock means preferred shares to be issued on the Effective Date by Reorganized Tronox Incorporated to or for the benefit of the Environmental Response Trusts in accordance with the terms set forth in the certificate of incorporation of Reorganized Tronox Incorporated to be included in the Plan Supplement, which terms shall include: (a) a five-year mandatory redemption; (b) a liquidation preference of not less than $50 million (subject to increase to the extent total funded debt under the Exit Credit Facility on the Effective Date is less than $510 million); (c) dividends to accrue at a rate of 5% per annum (paid in Cash or in kind at the election of Reorganized Tronox); and (d) if not paid in full in Cash by the mandatory redemption date, the New Convertible Preferred Stock will automatically convert into the number of shares equivalent to 7.2% of the equity in Reorganized Tronox issued on the Effective Date (subject to dilution by shares issued in connection with the exercise of the New Tranche A, B and C Warrants and the Management Equity Plan).
Sample 1
New Convertible Preferred Stock has the meaning set forth in the recitals hereto.
Sample 1
New Convertible Preferred Stock means preferred shares to be issued on the Effective Date
Sample 1

Examples of New Convertible Preferred Stock in a sentence

  • Any such waiver shall be binding on all holders, including any subsequent holders, of the New Convertible Preferred Stock.

  • All shares of New Common Stock are subject to dilution based on future issuances of additional shares of New Common Stock, including in connection with the conversion of the New Convertible Preferred Stock, the exercise of the New Warrants, and the issuance of restricted shares of New Common Stock and options under the New Management Incentive Plan for key employees.

  • Rights The Company shall agree to list the New Common Stock and New Convertible Preferred Stock on a national securities exchange or the Nasdaq Stock Market and shall make periodic filings under the Exchange Act.

  • Conversion Convertible at the option of the holder at any time into a number of shares of New Common Stock equal to (a) the Liquidation Preference of the shares of New Convertible Preferred Stock being converted divided by (b) the conversion price of the New Convertible Preferred Stock as calculated in accordance with the above example under "Overview" at the time of the closing of the Recapitalization.

  • Thereafter, the holders of the New Convertible Preferred Stock shall be entitled to select a member of the Board of Directors to the extent provided under "Special Voting Rights" on Exhibit A.

  • On the Effective Date, the Disbursing Agent shall distribute the New Senior Notes, the New Convertible Preferred Stock, the New Common Stock, and any Cash allocable to Classes G2 and M2 to the individual holders of the Genesis Senior Lender Claims and Multicare Senior Lender Claims in such denominations and registered in the names of the holders as Mellon Bank, N.A. shall have directed in writing.

  • Mandatory Conversion Upon a Mandatory Conversion Event (defined below), then, at the option of the Company, the New Convertible Preferred Stock shall be converted in whole or in part on a pro rata basis at the then-effective Conversion Price into shares of New Common Stock.

  • Aside from the treatment of any excess redemption premium, the presence or absence of an adjustment to the conversion price of the New Convertible Preferred Stock under anti-dilution provisions may, under certain circumstances, result in constructive distributions to the holder.

  • The New Convertible Preferred Stock is also subject to mandatory redemption on the 9th anniversary of the Effective Date.

  • In general, the holder's holding period for any New Common Stock and the New Convertible Preferred Stock received will include the holder's holding period for the claim, except to the extent that the New Common Stock or New Convertible Preferred Stock was issued in respect of a claim for accrued but unpaid interest.


More Definitions of New Convertible Preferred Stock

New Convertible Preferred Stock means shares of convertible preferred stock, par value $0.0001 per share, of the Reorganized Company having the rights and preferences set forth in New Preferred Stock Term Sheet attached as Exhibit H to the RSA.
Sample 1
New Convertible Preferred Stock means preferred shares to be issued on the Effective Date by Reorganized Tronox Incorporated to the Backstop Parties, in exchange for $15 million in Cash, in accordance with the terms of the Preferred Stock Certificate of Designation, which terms shall include: (a) a six-year mandatory redemption; (b) an aggregate initial liquidation preference of $15 million; (c) dividends to accrue at a rate of 8% per annum, paid quarterly in Cash by Reorganized Tronox (with default interest accruing at 10% per annum); and
Sample 1
New Convertible Preferred Stock means 2,359,560 shares of convertible preferred equity issued by Reorganized Loehmann’s Holdings, Inc. and convertible into 47.2% of New Common Stock (excluding any shares to be issued under the Management Incentive Plan), which shall be issued to the New Money Investors and/or the Backstop Parties, as applicable, pursuant to the Rights Offering for an aggregate purchase price equal to $25 million. The New Convertible Preferred Stock shall: (i) pay cumulative Cash dividends at the rate of 2% per annum; and (ii) be subject to the New Shareholders’ Agreement.
Sample 1
New Convertible Preferred Stock has the meaning set forth in Section 2.6(c).
Sample 1
New Convertible Preferred Stock shall have the meaning assigned to it in the preamble to this Agreement.
Sample 1
New Convertible Preferred Stock means shares of convertible preferred stock, par value
Sample 1

Related to New Convertible Preferred Stock

  • Series B Convertible Preferred Stock means the Series B Convertible Preferred Stock, par value $.01 per share, of the Company.

  • Series A Convertible Preferred Stock means the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share.

  • Convertible Preferred Stock has the meaning set forth in the recitals.

  • Mandatorily Convertible Preferred Stock means cumulative preferred stock with (a) no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, and (b) a requirement that the preferred stock convert into Common Stock of the Corporation within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of the preferred stock.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series E Preferred Stock means shares of the Company’s Series E Preferred Stock, par value $0.0001 per share.

  • New Preferred Stock means the Series B-1 Preferred Stock and the Series B-2 Preferred Stock.

  • Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.0001 per share.

  • Series C Preferred Stock means shares of the Company’s Series C Preferred Stock, par value $0.001 per share.

  • Series D Preferred Stock means shares of the Company’s Series D Preferred Stock, par value $0.001 per share.

  • Existing Preferred Stock means, collectively, the outstanding shares of the Series E 6% Convertible Preferred Stock of the Corporation.

  • Series A Preferred Stock means shares of the Company’s Series A Preferred Stock, par value $0.0001 per share.

  • Series H Preferred Stock means shares of the Company’s Series H Preferred Stock, par value $0.0001 per share.

  • Series A-2 Preferred Stock means shares of the Company’s Series A-2 Preferred Stock, par value $0.0001 per share.

  • Series G Preferred Stock means shares of the Company’s Series G Preferred Stock, par value $0.0001 per share.

  • Series A-1 Preferred Stock means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share.

  • Senior Preferred Stock means collectively, (i) Series A-1 Convertible Preferred, (ii) Series A-2 Preferred Stock, (iii) Series A-3 Convertible Preferred, (iv) 14¼% Preferred, (v) 9¾% Preferred, (vi) Series B Convertible Preferred, (vii) Series C Preferred Stock and (viii) Series C Convertible Preferred, in each case as defined in the Master Transaction Agreement.

  • Series B Preferred Stock means shares of the Company’s Series B Preferred Stock, par value $0.0001 per share.

  • Safe Preferred Stock means the shares of the series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to: (i) the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Conversion Price.

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • Series B-1 Preferred Shares means the Series B-1 Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.

  • Voting Preferred Stock means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 8(b) below) or any other matter as to which the holders of Series E are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series E) that rank equally with Series E either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Standard Preferred Stock means the shares of a series of Preferred Stock issued to the investors investing new money in the Company in connection with the initial closing of the Equity Financing.