Examples of Reorganized Debtor Common Stock in a sentence
Wherever any distribution of a fraction of a share of Reorganized Debtor Common Stock would otherwise be called for, the actual distribution shall reflect a rounding of such fraction down to the nearest whole number of shares.
The Reorganized Debtor Stock Distribution, including the shares of Reorganized Debtor Common Stock issuable upon conversion of Reorganized Debtor Convertible Preferred Stock, shall be exempt from registration under the Securities Act and any state or local law pursuant to Bankruptcy Code § 1145.
In lieu of the waived cash distributions, the Creditor Proponents have agreed to accept in full satisfaction of all Claims Reorganized Debtor Common Stock, as described in detail herein.
The Holders of Allowed Noteholder Unsecured Claims shall receive in full satisfaction thereof the Reorganized Debtor Common Stock Creditor Distribution as follows: (i) in the event of and upon the consummation of the Business Combination, an undetermined number of the total shares issued in connection with the Business Combination13, or (ii) in the event that no Business Combination is consummated, all of the shares of the Reorganized Debtor Common Stock.
Thereafter, Reorganized Debtor Common Stock authorized under IMG’s certificate of incorporation and by-laws shall be issued in connection with the Reorganized Debtor Common Stock Creditor Distribution pursuant to the terms thereof and in connection with the Business Combination, if any, and the terms of any transaction documents of the Business Combination.
Based on the anticipated terms of the Exit Facility, and taking into account the receipt of Reorganized Debtor Common Stock by the Holders of the Class 2 Claim, we expect that such exchange will result in a “significant modification” of such Class 2 Claim for U.S. federal income tax purposes.
On account of the PDL Senior Secured Claim, the New Equity Holder shall receive 60% of the Reorganized Debtor Common Stock.
Accordingly, Holders of the Class 2 Claim generally should recognize gain or loss equal to the difference between (1) the sum of the “issue price” of the Exit Facility deemed received and the fair market value as of the Effective Date of any Reorganized Debtor Common Stock received by such Holder and (2) such Holder’s tax basis in such Class 2 Claim surrendered by such Holder (other than any tax basis attributable to accrued but unpaid interest).
Accordingly, the Creditors receiving the Reorganized Debtor Common Stock will not be considered to be a “control person” as such term is defined in the Securities Act.
Pursuant to Section 1145(a)(1) of the Bankruptcy Code, the offering, issuance and distribution of the Reorganized Debtor Common Stock on behalf of the DIP Claim, and to Class 3 and Class 4 pursuant to the Plan shall be exempt from Section 5 of the Securities Act and any state or local law requiring registration prior to the offering, issuance, distribution or sale of securities.