Examples of PRE Preferred Shares in a sentence
We note that as further incentive to encourage the PRE Board to enter into the Merger Agreement, all holders of record of PRE Preferred Shares as of the Effective Time also received an inducement payment from Parent Guarantor equal to their pro rata share, determined in accordance with their PRE Preferred Percentage Interest, of approximately $42.7 million, which is the entire amount of 100 basis points of additional dividend payments for five years on all PRE Preferred Shares.
The obligation to undertake the Exchange Offer was included in the Merger Agreement principally as an inducement for the holders of PRE Preferred Shares to encourage the PRE Board to enter into the Merger Agreement.
Each of the PRE Preferred Shares issued and outstanding at the Effective Time shall be converted into PRE Preferred Shares in the name of PRE as the Surviving Company and shall be entitled to the same dividend and other relative rights, preferences, limitations and restrictions as are now provided by the respective certificate of designation, preferences and rights of such PRE Preferred Shares.
The obligation to undertake the Alternate Exchange Offer was included in the Merger Agreement principally as an inducement for the holders of PRE Preferred Shares to encourage the PRE Board to enter into the Merger Agreement.
By way of assigning percentage, (by taking analogy from international commentaries on the term ‘Principally’) there could be either one principal or no principal purpose in an arrangement or transaction.
Each share of the PRE Preferred Shares and Axis Preferred Shares issued and outstanding at the Effective Time shall remain outstanding as preferred shares of the Amalgamated Company and shall be entitled to the same dividend and other relative rights, preferences, limitations and restrictions as are now provided by the respective certificate of designation, preferences and rights of such PRE Preferred Shares or Axis Preferred Shares, respectively.
By: /s/ Dxxxx Xxxxxxx Name: Dxxxx Xxxxxxx Title: President and Chief Executive Officer EXOR S.p.A,* By: /s/ Jxxx Xxxxxx Name: Jxxx Xxxxxx Title: Chairman and CEO * solely with respect to Sections 4.01 to 4.05, 6.13 and Section 9.13 Exhibit A PRE Preferred Shares Exchange Offer Term Sheet The following is a summary of the principal terms of the proposed Exchange Offer.
Each of the PRE Preferred Shares issued and outstanding at the Effective Time shall remain outstanding as preferred shares of the Surviving Company (“Surviving Company Preferred Shares”) and shall be entitled to the same dividend and other relative rights, preferences, limitations and restrictions as are now provided by the respective certificate of designation, preferences and rights of such PRE Preferred Shares.
There are no outstanding contractual obligations of it or any of its Subsidiaries: (i) to repurchase, redeem or otherwise acquire any PRE Common Shares, PRE Preferred Shares, bonds, debentures, notes or other indebtedness of it or share capital, bonds, debentures, notes or other indebtedness of any Subsidiary of it; or (ii) to provide any funds to or make any investment in (A) any Subsidiary of it that is not wholly owned by it or (B) any other Person.
The Surviving Company shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to consummate the Exchange Offer; provided, that in no event shall such period be less than 20 Business Days after the date of notice of the Exchange Offer is mailed to holders of the PRE Preferred Shares.