Notional Preference Shares definition

Notional Preference Shares means an actual or notional class of preference shares in the capital of the Company having an equal right to return of assets in a Winding-up or Administration Event to, and so ranking pari passu with, the most senior class or classes of issued preference shares with non-cumulative dividends (if any) in the capital of the Company from time to time and which have a preferential right to a return of assets in the Winding-up or Administration Event over, and so rank ahead of all other classes of issued shares for the time being in the capital of the Company but ranking junior to the claims of Senior Creditors and junior to any notional class of preference shares in our capital which is referenced in any of our instruments for the purposes of determining a claim in our winding-up or administration, and, as so referenced, (i) is expressed to have a preferential right to a return of assets in our winding-up or administration over the holders of all other classes of shares for the time-being in our capital and (ii) is not expressed to rank junior to any other notional class of preference shares in our capital.

Notional Preference Shares has the meaning set forth in Section 10.01 hereof.

Notional Preference Shares has the meaning specified in ‎Section 5.01(c).

Examples of Notional Preference Shares in a sentence

• This does not include the Notional Preference Shares described in Clause 2.1 of the Terms.

• In the event of a Winding-Up of the Company (otherwise than for the purposes of a Solvent Reorganization of the Company), the amount payable by the Company to a Holder under or in relation to such Holder’s Notes (in lieu of any other payment by the Company to such Holder under or in relation to the Notes), shall be the amount that would have been payable to such Holder if, immediately prior to and throughout such Winding-Up, such Holder was the holder of Notional Preference Shares in the Company.

• For the purposes only of that calculation, a Holder will be deemed to hold one preference share of €1.00 each in the capital of the Issuer ranking equally with the Notional Preference Shares for each €1.00 of the Principal Amount of the relevant Capital Security and any accrued but unpaid interest thereon (including any Deferred Interest Payments) plus any other amount that would otherwise be payable to that Holder under these Conditions.

• For the purposes only of that calculation, a Holder will be deemed to hold one preference share of €1 (or its equivalent in a currency other than euro) each in the capital of such Guarantor ranking equally with the Notional Preference Shares in such Guarantor for each €1 of the relevant Guaranteed Amounts in respect of the relevant Subordinated Note.

• For the purposes only of that calculation, a Holder will be deemed to hold one preference share of €1.00 each in the capital of the Guarantor ranking equally with the Notional Preference Shares for each €1.00 of the relevant Guaranteed Amounts in respect of the relevant Capital Security.

More Definitions of Notional Preference Shares

Notional Preference Shares means, with respect to BP Capital U.K. or BP, as the case may be, a notional class of preference shares in the capital of BP Capital U.K. or BP, as the case may be: (i) ranking junior to the claims of all holders of Senior Obligations of BP Capital U.K. or BP, as the case may be; (ii) having an equal right to return of assets in the Winding-Up of BP Capital U.K. or BP, as the case may be, and so ranking pari passu with any Parity Obligations of BP Capital U.K. or BP, as the case may be; and (iii) having a right to return of capital ahead of, and so ranking ahead of, the claims of holders of the Ordinary Shares of BP Capital U.K. or BP, as the case may be.

Notional Preference Shares means an actual or notional class of preference shares in the capital of the Company having an equal right to return of assets in the winding up or administration to, and so ranking pari passu with, the most senior class or classes of issued preference shares with non-cumulative dividends (if any) in the capital of the Company from time to time and which have a preferential right to a return of assets in the winding up or administration over, and so rank ahead of all other classes of issued shares for the time being in the capital of the Company but ranking junior to the claims of Senior Creditors and junior to any notional class of preference shares in the capital of the Company which is referenced in any instrument of the Company for the purposes of determining a claim in the winding-up or administration of the Company, and, as so referenced, (i) is expressed to have a preferential right to a return of assets in the Company’s winding-up or administration over the holders of all other classes of shares for the time-being in the capital of the Company and (ii) is not expressed to rank junior to any other notional class of preference shares in the capital of the Company.

Notional Preference Shares means, with respect to the Company or the Guarantor, as the case may be, a notional class of preference shares in the capital of the Company or the Guarantor, as the case may be: (i) ranking junior to the claims of all holders of Senior Obligations of the Company or the Guarantor, as the case may be; (ii) having an equal right to return of assets in the Winding-Up of the Company or the Guarantor, as the case may be, and so ranking pari passu with any Parity Obligations of the Company or the Guarantor, as the case may be; and (iii) having a right to return of capital ahead of, and so ranking ahead of, the claims of holders of the Ordinary Shares of the Company or the Guarantor, as the case may be.

Notional Preference Shares means an actual or notional class of preference shares in the capital of Crown ranking junior to the claims of Senior Creditors and having an equal right to return of assets in the winding-up to, and so ranking pari passu with, the most junior class or classes of preference shares in the capital of Crown from time to time and which have a right to a return of assets in the winding-up over, and so rank junior to the holders of all other classes of issued shares for the time being in the capital of Crown other than, its ordinary shares.

Notional Preference Shares means, with respect to the Issuer, a notional class of preference shares in the capital of the Issuer: (i) ranking junior to the claims of all holders of Senior Obligations of the Issuer;(ii) having an equal right to return of assets in the Winding-Up of the Issuer, and so ranking pari passu with any Parity Obligations of the Issuer; and (iii) having a right to return of capital ahead of, and so ranking ahead of, the claims of holders of the Ordinary Shares of the Issuer.

Notional Preference Shares means the Issuer Notional Preference Shares or the Guarantor Notional Preference Shares as the case may be;

Notional Preference Shares has the meaning given to such term in Condition 3(b); “Own Fund Items” means any own fund item referred to in the Relevant Rules; “Paying Agents” has the meaning given in the preamble to these Conditions;