PIK Preferred Equity definition

PIK Preferred Equity means shares of Holdings’ 10% Cumulative Preferred Stock, Series A issued pursuant to that certain Certificate of Designations, Preferences and Rights of Preferred Stock and Qualifications, Limitations and Restrictions thereof, dated March 1, 2005 (as modified by the Certificate of Correction, dated March 2, 2005).
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PIK Preferred Equity means the 15% Senior Preferred Stock of Holdings issued in connection with the financing of the Financed Acquisition, which preferred equity is redeemable in 2011, par value $0.01 per share, which is exchangeable (i) at the option of the holders thereof, for an equal amount of WRC PIK I Preferred Equity and/or CLI PIK Preferred Equity and (ii) at the election of Holdings under certain circumstances, into pay-in-kind preferred stock of WRC XXX XX Preferred Equity pursuant to Section 11.12(d) of the First-Lien Facility.
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PIK Preferred Equity is defined in clause (c) of the third recital.
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Examples of PIK Preferred Equity in a sentence

  • Holdings shall have issued notices of redemption with respect to the PIK Preferred Equity pursuant to the terms of section 4 of Holdings’ Certificate of Designations, Preferences and Rights of Preferred Stock and Qualifications, Limitations and Restrictions Thereof, dated March 1, 2005 (as modified by the Certificate of Correction, dated March 2, 2005) with respect to the PIK Preferred Equity.

  • Management Incentive Plan As of the Plan Effective Date, Reorganized Goodman will implement a management incentive plan (“MIP”), which shall reserve no less than $[5] million of the New PIK Preferred Equity (the “MIP PIK Preferred Equity”) and up to [5]% of common equity on terms and conditions acceptable to the Consenting Noteholders.

  • Holdings has no significant assets (other than the membership interests of the Borrower) or liabilities (other than under this Agreement, the other Documents to which it is party, Shareholder Subordinated Notes, PIK Preferred Equity, Permitted Seller Notes, Permitted Earn-Out Debt, Permitted Earn-Out Preferred Equity and Qualified Preferred Equity) and has engaged in no substantial business activities.

  • Holdings will pay all dividends on the PIK Preferred Equity through the issuance of additional PIK Preferred Equity or by accretion or accrual, or through the issuance to the holders thereof of common equity of Holdings, and not in cash.

  • Under the proposed restructuring, holders of the Company’s existing secured notes are to receive $140 million of new first mortgage notes, $20 million of PIK Preferred Equity Securities, a 25% non-voting equity interest in the reorganized company, and cash in an amount to be determined, in exchange for existing secured notes in the principal face amount of $189 million plus accrued interest.

  • All terms and conditions (and the documentation) in connection with the issuance of the PIK Preferred Equity (including, without limitation, the terms of the PIK Preferred Equity under the Holdings Limited Liability Company Agreement) shall be reasonably satisfactory to the Administrative Agent.

  • The remaining $[1] million of the MIP PIK Preferred Equity and [5]% of the common equity will be held back for later issuance by the Board of Directors of Reorganized Goodman to recruit new hires or for other corporate purposes, and will be allocated as determined by such board.

  • The total purchase price would be $160,000,000, determined as follows, plus equity participation in the HCS partnership (or LLC, as the case may be): $ 140 M New First Mortgage Notes (10%) 20 M PIK Preferred Equity Securities (13%) $ 160 M plus 25% non-voting limited partnership or membership interest in the post bankruptcy entity, subject to the further terms set forth herein.


More Definitions of PIK Preferred Equity

PIK Preferred Equity means series B and/or series C preferred equity units of Holdings the terms and conditions of which are approved by the Administrative Agent pursuant to Section 5.07(b).
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PIK Preferred Equity is defined in CLAUSE (c) of the THIRD RECITAL.
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Related to PIK Preferred Equity

  • Preferred Equity Interest means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Preferred Equity as applied to the Equity Interests of any Person, means Equity Interests of such Person of any class or classes (however designated) that ranks prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to any shares (or other interests) of other Equity Interests of such Person, and shall include, without limitation, cumulative preferred, non-cumulative preferred, participating preferred and convertible preferred Equity Interests.

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

  • Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

  • Permitted Preferred Stock means and refers to any Preferred Stock issued by Parent (and not by one or more of its Subsidiaries) that is not Prohibited Preferred Stock.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

  • Senior Non Preferred Liabilities means any unsubordinated and unsecured senior non preferred obligations (créditos ordinarios no preferentes) of Banco Santander under Additional Provision 14.2º of Law 11/2015 (including any Notes) and any other obligations which, by law and/or by their terms, and to the extent permitted by Spanish law, rank pari passu with the Senior Non Preferred Liabilities.

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

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

  • Qualified Preferred Stock means any preferred capital stock of Holdings so long as the terms of any such preferred capital stock (x) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to the 91st day after the Latest Maturity Date as of the date such Qualified Preferred Stock was issued other than (i) provisions requiring payment solely (or with provisions permitting Holdings, to opt to make payment solely) in the form of common Equity Interests, Qualified Preferred Stock of Holdings or cash in lieu of fractional shares, as applicable, or any Equity Interests of any direct or indirect Parent Company of Holdings, (ii) provisions requiring payment solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale are subject to the payment in full of all Obligations in cash (other than unasserted contingent indemnification obligations) or such payment is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder) and (iii) with respect to preferred capital stock issued to any plan for the benefit of employees of Holdings or its Subsidiaries or by any such plan to such employees, provisions requiring the repurchase thereof in order to satisfy applicable statutory or regulatory obligations and (y) give Holdings the option to elect to pay such dividends or distributions on a non-cash basis or otherwise do not require the cash payment of dividends or distributions at any time that such cash payment is not permitted under this Agreement or would result in an Event of Default hereunder.

  • Hybrid Preferred Securities means any preferred securities issued by a Hybrid Preferred Securities Subsidiary, where such preferred securities have the following characteristics:

  • Permitted Convertible Notes means any unsecured notes issued by the Company in accordance with the terms and conditions of Section 6.01 that are convertible into a fixed number (subject to customary anti-dilution adjustments, “make-whole” increases and other customary changes thereto) of shares of common stock of the Company (or other securities or property following a merger event or other change of the common stock of the Company), cash or any combination thereof (with the amount of such cash or such combination determined by reference to the market price of such common stock or such other securities); provided that, the Indebtedness thereunder must satisfy each of the following conditions: (i) both immediately prior to and after giving effect (including pro forma effect) thereto, no Default or Event of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled or otherwise required payments of principal prior to, and does not permit any Loan Party to elect optional redemption or optional acceleration that would be settled on a date prior to, the date that is six (6) months after the Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or other fundamental change (which change of control or other fundamental change, for the avoidance of doubt, constitutes a “Change of Control” hereunder), which purchase is settled on a date no earlier than the date twenty (20) Business Days following the occurrence of such change of control or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof, in either case, shall violate the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of the Company other than the Subsidiary Borrowers or Subsidiary Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness), (iv) any cross-default or cross-acceleration event of default (each howsoever defined) provision contained therein that relates to indebtedness or other payment obligations of any Loan Party (such indebtedness or other payment obligations, a “Cross-Default Reference Obligation”) contains a cure period of at least thirty (30) calendar days (after written notice to the issuer of such Indebtedness by the trustee or to such issuer and such trustee by holders of at least 25% in aggregate principal amount of such Indebtedness then outstanding) before a default, event of default, acceleration or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default or cross-acceleration provision and (v) the terms, conditions and covenants of such Indebtedness must be customary for convertible Indebtedness of such type (as determined by the board of directors of the Company, or a committee thereof, in good faith).

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

  • Excluded Capital Stock means:

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

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Qualified Capital Interests in any Person means a class of Capital Interests other than Redeemable Capital Interests.

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

  • Qualified Capital Stock means any Capital Stock that is not Disqualified Capital Stock.

  • Hybrid Preferred Securities Subsidiary means any Delaware business trust (or similar entity) (i) all of the common equity interest of which is owned (either directly or indirectly through one or more wholly-owned Subsidiaries of the Company) at all times by the Company or a wholly-owned direct or indirect Subsidiary of the Company, (ii) that has been formed for the purpose of issuing Hybrid Preferred Securities and (iii) substantially all of the assets of which consist at all times solely of Junior Subordinated Debt issued by the Company or a wholly-owned direct or indirect Subsidiary of the Company (as the case may be) and payments made from time to time on such Junior Subordinated Debt.

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • New Convertible Notes means the Company’s 5.0% Senior Unsecured Convertible Notes due 2023.

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

  • Hybrid Equity Securities means securities issued by Borrower or any subsidiary that (a) are classified as possessing a minimum of (i) “intermediate equity content” by S&P and (ii) “Basket C equity credit” by Moody’s and (b) do not contain any scheduled principal payments or prepayments or any mandatory redemptions or mandatory repurchases prior to the date that is at least 91 days after the latest applicable Maturity Date.