Preferred Stock Entity definition

Preferred Stock Entity means, as part of the Spin-Off, the new Entity pursuant to which certain assets and liabilities will be transferred as part of the Spin-Off Preferred Stock Sale, it being understood that, if the Spin-Off is effectuated pursuant to the terms and conditions set forth in Article IV.B.2, the Preferred Stock Entity will undertake the Preferred Stock Entity Conversion on the TCEH Effective Date.

Preferred Stock Entity means, under the Preferred Stock Sale, the new Entity in addition to Reorganized TCEH formed prior to the Reorganized TCEH Conversion and treated as a U.S. corporation for federal tax purposes.

Preferred Stock Entity has the meaning set forth in the Recitals.

Examples of Preferred Stock Entity in a sentence

• The Preferred Stock Entity shall issue all securities, instruments, certificates, and other documents required to be issued for the Reorganized TCEH Sub Preferred Stock in respect of Reorganized TCEH or its subsidiaries.

• Under the Spin-Off Preferred Stock Sale, the Preferred Stock Entity will be authorized to issue a certain number of shares of Reorganized TCEH Sub Preferred Stock, the terms of which shall be consistent with the description of the preferred stock contained in the IRS Submissions previously filed by the Debtors (unless otherwise consented to by the Debtors, the Plan Sponsor, and the TCEH Supporting First Lien Creditors (such consent not to be unreasonably withheld, delayed, or conditioned)).

• Under the Preferred Stock Sale, the Preferred Stock Entity will be authorized to issue a certain number of shares of Reorganized TCEH Sub Preferred Stock, the terms of which shall be consistent with the description of the preferred stock contained in the IRS Submissions previously filed by the Debtors (unless otherwise consented to by the Debtors, the Plan Sponsors and the TCEH Supporting First Lien Creditors (such consent not to be unreasonably withheld, delayed, or conditioned)).

• DTC continues that the New Plan Spin-Off is a complex web of transactions, including a “Preferred Stock Sale,” which accomplishes a “Basis Step-Up” by the exchange of TCEH First Lien Collateral from Reorganized TCEH to the Preferred Stock Entity, a third party, in return for the latter’s common stock and preferred stock, which is immediately sold to third party investors.

• After the Contribution but before the Reorganized TCEH Conversion, Reorganized TCEH will contribute the equity in the Contributed TCEH Debtors (or potentially, certain assets or joint interests in certain assets) to the Preferred Stock Entity in exchange for the Preferred Stock Entity’s (a) common stock and (b) the New Reorganized TCEH Sub Preferred Stock.

More Definitions of Preferred Stock Entity

Preferred Stock Entity means any Person (other than a Subsidiary) in whom the Borrower owns, directly or indirectly, at least ninety-five (95%) of the Preferred Stock or other equity interests which are not Voting Stock and which Preferred Stock or other equity interests entitle the Borrower to receive the majority of all economic benefits associated with ownership of all equity interests issued by such Person.

Preferred Stock Entity means, as part of the Spin-Off, the new Entity pursuant to which certain assets and liabilities will be transferred as part of the Spin-Off Preferred Stock Sale, it being understood that, if the Spin-Off Conditions are satisfied on or before the Spin-Off Conditions Termination Date, the Preferred Stock Entity will undertake the Preferred Stock Entity Conversion on the TCEH Effective Date.

Preferred Stock Entity means any Person (other than a Subsidiary) in whom the Borrower or the Parent owns, directly or indirectly, at least 95% of the Preferred Stock or other equity interests which are not Voting Stock and which Preferred Stock or other equity interests entitle the Borrower to receive the majority of all economic benefits associated with ownership of all equity interests issued by such Person.

Preferred Stock Entity. (as defined in the Plan), (y) the ultimate parent company of the Borrower, or (z) a Subsidiary of the ultimate parent company of the Borrower, shall not exceed the sum of (i) $3,600,000,000 plus (ii) $750,000,000 so long as such amount under clause (ii) has been incurred for any purpose other than to make any dividends, stock repurchases and redemptions of equity interests; AMERICAS 122173769123894352

Preferred Stock Entity. (as defined in the Plan), (y) the ultimate parent company of the Borrower or (z) a Subsidiary of the ultimate parent company of the Borrower shall not exceed the amount that is determined in connection with such plan of reorganization or restructuring transaction to be reasonably necessary or desirable, as reasonably determined by the proponent of such plan or restructuring transaction, to achieve a step-up in the tax basis of certain assets; provided that (i) any entity that owns or holds material assets contributed to achieve a step-up in the basis of those assets in connection with such reorganization or transaction shall be a Restricted Subsidiary of the Borrower and become a Credit Party and (ii) all of the Stock or Stock Equivalents of such entity shall be, subject to the other restrictions in this Agreement, pledged pursuant to the Pledge Agreement, to the extent owned by another Credit Party.

Preferred Stock Entity means any Person (other than a Subsidiary) in whom RCLP or the Parent owns, directly or indirectly, at least 95% of the Preferred Stock or other equity interests which are not Voting Stock and which Preferred Stock or other equity interests entitle RCLP to receive the majority of all economic benefits associated with ownership of all equity interests issued by such Person.

Preferred Stock Entity means TEX Preferred LLC, a Delaware limited liability company.