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New Equity Settlement definition

New Equity Settlement means, with respect to any securities or combination of securities referred to in the definition of replacement securities, that such securities or related transaction agreements include a provision to the effect that, if Morgan Stanley has exhausted its rights to defer distributions at its option pursuant to an optional deferral provision and such deferral continues beyond a specific date specified in such security or if any mandatory trigger provision has become applicable, Morgan Stanley shall, unless a market disruption event has occurred and is continuing, (a) use its commercially reasonable efforts to sell shares of its common stock and/or, at its option, settlement stock to the extent the securities do not include a mandatory trigger provision, in an amount such that the net proceeds of such sale shall equal or exceed such distributions and (b) apply the net proceeds of such sale to pay such distributions in full.
New Equity Settlement means, with respect to any securities or combination of securities referred to in the definition of Qualifying Capital Securities, that such securities or related transaction agreements include a provision to the effect that, if the Corporation has exercised its rights to defer Distributions at its option pursuant to an Optional Deferral Provision or if any Mandatory Trigger Provision has become applicable, and such deferral continues beyond a specific date specified in such security, the Corporation shall, unless a Supervisory Event or a Market Disruption Event has occurred and is continuing, (a) use its commercially reasonable efforts to sell shares of its Common Stock, rights to purchase Common Stock and/or, at its option, Settlement Stock (to the extent such securities do not include a Mandatory Trigger Provision or a provision that the holders of such securities, upon any liquidation, dissolution, winding up, reorganization or in connection with any insolvency, receivership or proceeding under any bankruptcy law with respect to the issuer of such securities, will have no claim to any deferred interest exceeding 25% of the principal amount of such securities then outstanding), in an amount such that the net proceeds of such sale shall equal or exceed such Distributions and (b) apply the net proceeds of such sale to pay such Distributions in full. For purposes of the inclusion of this defined term in the definition of Debt Exchangeable for Equity, the reference to “Settlement Stock” in the preceding sentence shall mean Settlement Stock that (x) is subject to a Capital Replacement Covenant or (y) has a Mandatory Trigger Provision, an Optional Deferral Provision and Intent-Based Replacement Disclosure. The occurrence and continuation of a Supervisory Event may permit the Corporation to pay deferred Distributions with cash from any source without causing a breach of its obligations under the applicable indenture.
New Equity Settlement means, with respect to any securities or combination of securities referred to in the definition of Capital Replacement Securities, that such securities or related transaction agreements include a provision to the effect that, if the Corporation has exhausted its rights to defer Distributions at its option pursuant to an Optional Deferral Provision or if any Mandatory Trigger Provision has become applicable, and such deferral continues beyond a specific date specified in such security, the Corporation shall, unless a Supervisory Event or a Market Disruption Event has occurred and is continuing, (a) use its commercially reasonable efforts to sell shares of its Common Stock and/or, at its option, Settlement Stock to the extent the securities do not include a Mandatory Trigger Provision, in an amount such that the net proceeds of such sale shall equal or exceed such Distributions and (b) apply the net proceeds of such sale to pay such Distributions in full.

Examples of New Equity Settlement in a sentence

  • The Company’s obligation to sell New Equity to pay deferred interest during a New Equity Settlement Period shall resume at such time as no Market Disruption Event or Supervisory Event exists or is continuing.

  • The Company shall notify the Federal Reserve (i) upon the commencement of any Optional Deferral Period, (ii) prior to or promptly after the commencement of a New Equity Settlement Period and shall seek the approval of the Federal Reserve at any time for (x) the issuance, offer or sale of New Equity and (y) the application of the New Equity Amount as described in clause (j) below.

  • On any Interest Payment Date during a New Equity Settlement Period, the Company covenants not to pay any accrued and unpaid interest on the Notes except on an Interest Payment Date and except in an aggregate amount for each Interest Payment Date that does not exceed the New Equity Amount with respect to such Interest Payment Date raised by the Company pursuant to clause (k) below.

  • Notwithstanding anything to the contrary herein, the Guarantor retains all of its rights under the Indenture to defer the interest payments on the Notes pursuant to the terms thereof and the Guarantor shall not be obligated hereunder to make any Guarantee Payments during any Optional Deferral Period or New Equity Settlement Period (as defined in the Indenture) with respect to the Distributions (as defined in the Declaration of Trust) on the Securities.


More Definitions of New Equity Settlement

New Equity Settlement means, with respect to any securities or combination of securities referred to in the definition of Capital Replacement Securities, that such securities or related transaction agreements include a provision to the effect that, if the Company has exhausted its rights to defer Distributions at its option pursuant to an Optional Deferral Provision, the Company shall, unless a Supervisory Event has occurred or the Company has timely delivered an MDE Certification, (a) use its commercially reasonable efforts to issue and sell shares of its Common Stock and/or, at its option, Qualifying Preferred Stock, in an amount such that the net proceeds of such sale shall equal or exceed such Distributions and (b) apply the net proceeds of such sale to pay such Distributions in full.
New Equity Settlement means, with respect to any securities or combination of securities referred to in the definition of Qualifying Capital Securities or Debt Exchangeable for Equity, that such securities or related transaction agreements include a provision to the effect that, if the Corporation has exercised its rights to defer Distributions at its option pursuant to an Optional Deferral Provision or if any Mandatory Trigger Provision has become applicable, and such deferral continues beyond a specific date specified in such security, the Corporation shall, unless a Supervisory Event or a Market Disruption Event has occurred and is continuing, (a) use its commercially reasonable efforts to sell shares of its Common Stock or rights to acquire Common Stock, in an amount such that the net proceeds of such sale shall equal or exceed such Distributions and (b) apply the net proceeds of such sale, which must be raised within 180 days of the payment of such Distributions, to pay such Distributions in full; provided that:

Related to New Equity Settlement

  • ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532);

  • Share Settlement means a number of shares of Class A Common Stock (together with any Corresponding Rights) equal to the number of Redeemed Units.

  • Qualified Settlement Fund or “Settlement Fund” means the interest-bearing, settlement fund account to be established and maintained by the Escrow Agent in accordance with Article 5 herein and referred to as the Qualified Settlement Fund (within the meaning of Treas. Reg. § 1.468B-1).

  • Net Share Settlement On each Settlement Date, Issuer shall deliver to Dealer a number of Shares equal to the Number of Shares to be Delivered for such Settlement Date to the account specified by Dealer and pay cash to Dealer in lieu of any fractional shares valued at the Relevant Price on the Valuation Date corresponding to such Settlement Date. Number of Shares to be Delivered: In respect of any Exercise Date, subject to the last sentence of Section 9.5 of the Equity Definitions, the product of (i) the number of Warrants exercised or deemed exercised on such Exercise Date, (ii) the Warrant Entitlement and (iii)(A) the excess, if any, of the VWAP Price on the Valuation Date occurring on such Exercise Date over the Strike Price, divided by (B) such VWAP Price. The Number of Shares to be Delivered shall be delivered by Issuer to Dealer no later than 4:00 P.M. (local time in New York City) on the relevant Settlement Date.

  • Cash Settlement shall have the meaning specified in Section 14.02(a).

  • Net Share Settlement Amount For any Settlement Date, an amount equal to the product of (i) the number of Warrants exercised or deemed exercised on the relevant Exercise Date, (ii) the Strike Price Differential for the relevant Valuation Date and (iii) the Warrant Entitlement.

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Cash Settlement Date means, for each Financially Settled Futures Transaction, the Business Day determined by Exchange from time to time in accordance with industry practice for such Transaction, as posted on Exchange’s Website not less than one month prior to the occurrence of such date, other than Invoices issued as a result of a Contracting Party’s Default or under the Close- out Procedure which amounts require payment immediately;

  • Cash Settlement Amount means the “Cash Settlement Amount” as determined by the Calculation Agent in accordance with Paragraph 6.

  • Mandatory Settlement Date means the earliest of:

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Call Settlement Date means the fifth Business Day following the last Index Business Day in the Call Measurement Period.

  • Combination Settlement shall have the meaning specified in Section 14.02(a).

  • Gross Settlement Amount means $2,300,000 which is the total amount Defendant agrees to pay under the Settlement. The Gross Settlement Amount will be used to pay Individual Class Payments, Individual PAGA Payments, LWDA PAGA Payment, Class Counsel Fees Payment, Class Counsel Litigation Expenses Payment, Class Representative Service Payment, and Administration Expenses Payment.

  • CCASS Settlement Day means the term “Settlement Day” as defined in the General Rules of CCASS.

  • Early Settlement Amount has the meaning specified in Section 5.9(a).

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Share Settled in relation to any Option means that Net Share Settlement or Combination Settlement is applicable to that Option.

  • Remarketing Settlement Date means the date of the settlement of any Successful Remarketing, which will be three Business Days after such Remarketing.

  • Daily Settlement Amount for each of the 40 consecutive Trading Days during the relevant Observation Period, shall consist of:

  • PJM Settlement or “PJM Settlement, Inc.” shall mean PJM Settlement, Inc. (or its successor), established by PJM as set forth in Operating Agreement, section 3.3. “PJM Tariff,” “Tariff,” “O.A.T.T.,” “OATT,” or “PJM Open Access Transmission Tariff” shall mean that certain PJM Open Access Transmission Tariff, including any schedules, appendices or exhibits attached thereto, on file with FERC and as amended from time to time thereafter.

  • Cash Settlement Averaging Period means, with respect to a Security that is tendered for conversion in accordance with this Article X, the twenty (20) consecutive Trading-Day period that begins on, and includes, the third (3rd) Trading Day after the Conversion Date for such Security; provided, however, that if such Conversion Date is on or after the twenty third (23rd) scheduled Trading Day prior to the Maturity Date, then the Cash Settlement Averaging Period with respect to such conversion shall be the twenty (20) consecutive Trading-Day period that begins on and includes the twentieth (20th) scheduled Trading Day prior to the Maturity Date.

  • Gross Settlement Fund means the Settlement Amount plus all interest earned thereon.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

  • Net Share Settled in relation to any Warrant means that Net Share Settlement is applicable to that Warrant.

  • Terminating Capital Transaction means any sale or other disposition of all or substantially all of the assets of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets of the Partnership.