Preferred Stock Equivalent definition

Preferred Stock Equivalent shall have the meaning set forth in Section 11(b) hereof.
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Preferred Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Preferred Stock or any Convertible Security.
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Preferred Stock Equivalent has the meaning set forth in Section 11(b).
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Examples of Preferred Stock Equivalent in a sentence

  • If at any time after the Rights become exercisable hereunder but prior to the Expiration Date the Company is prohibited by its certificate of incorporation from issuing Preferred Stock upon the exercise of all of the outstanding Rights, the Company may issue upon the exercise of the Rights shares of stock or other securities of the Company of equivalent value to the Preferred Stock ("Equivalent Stock"), as determined by the Board of Directors.

  • Each Success Notice shall reference this letter agreement and shall set forth the occurrence that constitutes a Measurement Date, the Fair Market Value of one Series A Preferred Stock Equivalent, and the Current Value Multiple with respect to such Measurement Date.

  • If at any time after the Rights become exercisable hereunder but prior to the Expiration Date the Company is prohibited by its Articles of Incorporation, as amended, from issuing Preferred Stock upon the exercise of all of the outstanding Rights, the Company may issue upon the exercise of the Rights shares of stock or other securities of the Company of equivalent value to the Preferred Stock ("Equivalent Stock"), as determined by the Board of Directors of the Company.

  • If at any time after the Rights become exercisable hereunder but prior to the Expiration Date the Company is prohibited by its Restated Articles of Incorporation from issuing Preferred Stock upon the exercise of all of the outstanding Rights, the Company may issue upon the exercise of the Rights shares of stock or other securities of the Company of equivalent value to the Preferred Stock ("Equivalent Stock"), as determined by the Board of Directors.

  • The Company shall deliver to the Service Provider (or his or her designated beneficiary or estate) a number of Shares equal to the whole number of Preferred Stock Equivalents then credited to the Service Provider’s account, at such time or times as specified in the Service Provider’s Preferred Stock Equivalent Agreement, or as otherwise provided herein.

  • With respect to any Measurement Date relating to the closing of a Change of Control Transaction in which the consideration paid in respect of a Series A Preferred Stock Equivalent in the Change of Control Transaction consists solely of cash, cash-equivalents and/or publicly-tradable securities, the “Fair Market Value” will be the amount of cash and cash-equivalents, and the value of any publicly-tradable securities, so paid in respect of one Series A Preferred Stock Equivalent.

  • For the avoidance of doubt, Fred Hutch shall not be bound by and may contest any of the determinations of the Company stated in the Success Notice with respect to whether a Measurement Date has occurred, the Fair Market Value of one Series A Preferred Stock Equivalent, and the Current Value Multiple with respect to the Measurement Date.

  • If at any time after the Rights become exercisable hereunder but prior to the Expiration Date the Company is prohibited by its Restated Certificate of Incorporation from issuing Preferred Stock upon the exercise of all of the outstanding Rights, the Company may issue upon the exercise of the Rights shares of stock or other securities of the Company of equivalent value to the Preferred Stock ("Equivalent Stock"), as determined by the Board of Directors.

  • An Award of Preferred Stock Equivalents shall be made pursuant to a Preferred Stock Equivalent Agreement in such form as is determined by the Administrator.

  • For the avoidance of doubt, Stanford shall not be bound by and may contest any of the determinations of the Company stated in the Success Notice with respect to whether a Measurement Date has occurred, the Fair Market Value of one Series A Preferred Stock Equivalent, and the Current Value Multiple with respect to the Measurement Date.


More Definitions of Preferred Stock Equivalent

Preferred Stock Equivalent means an unfunded and unsecured right to receive Shares in the future that may be granted to a Service Provider pursuant to Section 11.
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Preferred Stock Equivalent means any outstanding warrant to purchase Preferred Stock to the extent that such warrant is vested and may be exercised in connection with the Merger on or before the Effective Time.
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Related to Preferred Stock Equivalent

  • Preferred Stock Equivalents shall have the meaning set forth in Section 11(b) hereof.

  • Common Stock Equivalent means any Convertible Security or warrant, option or other right to subscribe for or purchase any Additional Shares of Common Stock or any Convertible Security.

  • Excluded Stock and Stock Equivalents means (i) any Stock or Stock Equivalents with respect to which, in the reasonable judgment of the Collateral Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of pledging such Stock or Stock Equivalents in favor of the Secured Parties under the Security Documents shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) solely in the case of any pledge of Stock and Stock Equivalents of any Foreign Subsidiary or any Domestic Subsidiary substantially all of the assets of which consist of Stock or Stock Equivalents of Foreign Subsidiaries to secure the Obligations, any Stock or Stock Equivalents of any class of such Foreign Subsidiary or such Domestic Subsidiary in excess of 65% of the outstanding Stock or Stock Equivalents of such class (such percentage to be adjusted upon any Change in Law as may be required to avoid adverse U.S. federal income tax consequences to the Borrower or any Subsidiary), (iii) any Stock or Stock Equivalents to the extent the pledge thereof would violate any applicable Requirement of Law, (iv) in the case of (A) any Stock or Stock Equivalents of any Subsidiary to the extent such Stock or Stock Equivalents are subject to a Lien permitted by Section 10.2(h) or (B) any Stock or Stock Equivalents of any Subsidiary that is not wholly-owned by the Borrower and its Subsidiaries at the time such Subsidiary becomes a Subsidiary, any Stock or Stock Equivalents of each such Subsidiary described in clause (A) or (B) to the extent (1) that a pledge thereof to secure the Obligations is prohibited by any applicable Contractual Requirement (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law), (2) any Contractual Requirement prohibits such a pledge without the consent of any other party; provided that this clause (2) shall not apply if (x) such other party is a Credit Party or wholly-owned Subsidiary or (y) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate the Borrower or any Subsidiary to obtain any such consent) and for so long as such Contractual Requirement or replacement or renewal thereof is in effect, or (3) a pledge thereof to secure the Obligations would give any other party (other than a Credit Party or wholly-owned Subsidiary) to any contract, agreement, instrument or indenture governing such Stock or Stock Equivalents the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (v) any Stock or Stock Equivalents of any Subsidiary to the extent that (A) the pledge of such Stock or Stock Equivalents would result in adverse tax consequences to the Borrower or any Subsidiary as reasonably determined by the Borrower and (B) such Stock or Stock Equivalents have been identified in writing to the Collateral Agent by an Authorized Officer of the Borrower.

  • Common Stock Equivalents means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

  • Stock Equivalents means all securities convertible into or exchangeable for Stock and all warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently convertible, exchangeable or exercisable.

  • Class A Preferred Stock means the Class A Preferred Stock of the Company, par value $0.0001 per share.

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

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

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

  • Preferred Stock as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

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

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

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

  • Equivalent Preferred Stock shall have the meaning set forth in Section 11(b) hereof.

  • Preferred Stock Dividends means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.

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

  • Series B Convertible Preferred Stock means the Series B Convertible Preferred Stock, $0.01 par value per share, of the Corporation.

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

  • Convertible Preferred Stock has the meaning set forth in the recitals.

  • Mandatorily Convertible Preferred Stock means cumulative preferred stock with (a) no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, and (b) a requirement that the preferred stock convert into Common Stock of the Corporation within three years from the date of its issuance at a conversion ratio within a range established at the time of issuance of the preferred stock.

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

  • Series A Convertible Preferred Stock means the Series A Convertible Preferred Stock, $0.001 par value per share, of the Corporation.

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

  • Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.

  • Voting Preferred Stock means, with regard to any matter as to which the holders of Series T are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series T) that rank equally with Series T either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Company Convertible Securities means, collectively, any other options, warrants or rights to subscribe for or purchase any capital shares of the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire any capital shares of the Company.