Replacement Equity definition

Replacement Equity the collective reference to any Capital Stock issued by the Borrower after the Closing Date, the Net Cash Proceeds of which are used substantially concurrently, after giving effect to any required notice of redemption, to redeem all or a portion of the outstanding Series Z Preferred so long as such Capital Stock consists of either: (a) preferred stock of the Borrower (not constituting Indebtedness), the terms of which are (i) no less favorable to the Lenders, taken as a whole, than the Series Z Preferred and, in any event, the terms of which do not require cash payment of dividends or mandatory redemption or repurchase thereof prior to the date that is six years and six months after the Closing Date, or (ii) otherwise reasonably satisfactory to the Administrative Agent or (b) common stock of the Borrower.
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Replacement Equity shall have the meaning assigned thereto in Section ------------------ 4.5(c)(ii).
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Replacement Equity has the meaning set forth in Section 4.1(e)(vi).
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Examples of Replacement Equity in a sentence

  • In the event of any such Change of Control, all references herein to the Shares shall thereafter be deemed to refer to the Replacement Equity Securities, references to Deluxe or the Company shall thereafter be deemed to refer to the issuer of such Replacement Equity Securities, and all other terms of this Agreement shall continue in effect except as and to the extent modified by this subparagraph.

  • In the event of any such Change of Control, the number of Replacement Equity Securities issuable under this Agreement shall be determined by the Committee in accordance with Section 4(c) of the Plan.

  • To the extent MBKP elects not to or cannot provide Replacement Equity in an aggregate amount equal to such Failing Investor’s Investor Equity Commitment, the Closing Investors acting unanimously may offer one or more other Closing Investors or new investors the opportunity to provide Replacement Equity in an amount equal to the shortfall.

  • If the Change in Control is a Company CIC that is not also a Parent CIC and your CIC Termination has not occurred prior to such Company CIC, each Replacement Equity Award that you hold will receive the treatment described in Section 3(a)(2) of the Plan.

  • The required adjustments necessary to convert the Outstanding Awards into Replacement Awards shall be made at the direction of the Compensation Committee of the Board of Directors of Xxxx Foods in a manner intended to preserve the value of the Outstanding Awards by taking into account the relative values of the shares of Xxxx Foods Common Stock underlying the Outstanding Awards and the WhiteWave Common Stock underlying the Replacement Equity Awards.

  • We discuss implementation issues, benefits and limitations of this approach.

  • All Replacement Equity Awards will have the same net settlement rights as the replaced Equity Award.

  • The Backstop Commitment Premium shall be payable, in accordance with Section 3.2, to the Equity Commitment Parties (including any Replacement Equity Commitment Party, but excluding any Defaulting Equity Commitment Party) or their designees in proportion to their respective Backstop Commitment Percentages at the time the payment of the Backstop Commitment Premium is made.

  • Such Replacement Equity Award shall be granted in lieu of and not in addition to the IPO Restricted Shares described in Section 2.5 herein and shall be subject to such vesting requirements as shall be prescribed by the Compensation Committee, or its delegate, in its sole discretion.

  • Your Replacement Equity Award will vest in equal installments on each of the first three anniversaries of your Start Date, subject to your continued employment with Transocean through the applicable vesting date.


More Definitions of Replacement Equity

Replacement Equity means any Equity Interests the Net Proceeds of which are utilized to redeem in full the Preferred Equity and the terms and conditions of which are reasonably satisfactory to the Administrative Agent and the Required Lenders.
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Replacement Equity means any Equity Interests the Net Proceeds of which are utilized to redeem in full the Preferred Equity and the terms and conditions of which are reasonably satisfactory to the Applicable Holder.
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Related to Replacement Equity

  • Replacement Equipment means operational equipment or other parts used by Tenant to replace any of the Equipment.

  • Parent Equity Plan means the Energy Transfer Equity, L.P. Long-Term Incentive Plan.

  • Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.

  • Parent Equity Awards means Parent Options, Parent DSU Awards and Parent PSU Awards.

  • replacement grant means an option that a reasonable person would consider to be granted in relation to a prior or potential cancellation of an option;

  • Replacement unit means a landfill, surface impoundment, or waste pile unit from which all or substantially all of the waste is removed, and which is subsequently reused to treat, store, or dispose of hazardous waste. Replacement unit does not include a unit from which waste is removed during closure, if the subsequent reuse solely involves the disposal of waste from that unit and other closing units or corrective action areas at the facility, in accordance with a closure or corrective action plan approved by USEPA or the Agency.

  • Replacement Options has the meaning ascribed thereto in Section 1.1 of the Plan of Arrangement;

  • Net Equity ’ means, subject to such rules and regulations as the Commission pro- mulgates under the Act, with respect to the aggregate of all of a customer’s accounts that such customer has in the same capacity—

  • Replacement Capital Covenant has the meaning specified in the introduction to this instrument.

  • Replacement Price means the price, determined by Buyer in a commercially reasonable manner, at which Buyer purchases (if at all) substitute SRECs having the same or subsequent Reporting Year as those SRECs not delivered by Seller for the deficiency or, absent such a purchase, the Market Price for such quantity of SRECs at or during the time that Seller fails to deliver the SRECs, provided that the Market Price shall never exceed the solar alternative compliance payment.

  • First Equity Financing Price means (x) if the pre-money valuation of the Company immediately prior to the First Equity Financing is less than or equal to the Valuation Cap, the lowest price per share of the Equity Securities sold in the First Equity Financing or (y) if the pre-money valuation of the Company immediately prior to the First Equity Financing is greater than the Valuation Cap, the SAFE Price.

  • Next Equity Financing means the next sale (or series of related sales) by the Company of its Preferred Stock following the Date of Issuance from which the Company receives gross proceeds of not less than $1,000,000 (excluding the aggregate amount of securities converted into Preferred Stock in connection with such sale (or series of related sales)).

  • Net Equity Proceeds means, with respect to each issuance or sale of any equity by any Person or any capital contribution to such Person, the cash proceeds (net of underwriting discounts and commissions and other reasonable costs associated therewith) received by such Person from the respective sale or issuance of its equity or from the respective capital contribution.

  • Replacement Energy means Energy purchased by Buyer as replacement for any Delivery Shortfall.

  • Replacement Value means the price, including accrued interest, at which Equivalent Securities to the Borrowed Securities could be purchased in the principal market for such securities at the time of election by State Street under Section 13.1 hereof.

  • Original Value The lesser of (a) the Appraised Value of a Mortgaged Property at the time the related Mortgage Loan was originated and (b) if the Mortgage Loan was made to finance the acquisition of the related Mortgaged Property, the purchase price paid for the Mortgaged Property by the Mortgagor at the time the related Mortgage Loan was originated.

  • Replacement Agreement shall have the meaning set forth in Paragraph 2(b) hereof.

  • Replacement Letter of Credit means any letter of credit issued pursuant to a Replacement Revolving Facility.

  • New Equity means the common equity interests in Reorganized Neiman to be authorized, issued, or reserved on the Effective Date pursuant to the Plan.

  • exchange policy means Exchange Policy 4.6 - Public Offering by Short Form Offering Document and Exchange Form 4H - Short Form Offering Document, of the TSX Venture Exchange as amended from time to time;

  • Replacement Management Agreement means, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided, with respect to this subclause (ii), Lender, at its option, may require that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current rating of the Securities or any class thereof and (b) an assignment of management agreement and subordination of management fees substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

  • Replacement Award means an Award granted in assumption of, or in substitution for, an outstanding award previously granted by a company or business acquired by the Company or with which the Company, directly or indirectly, combines.

  • Qualifying Replacement Capital Covenant has the meaning specified in the Replacement Capital Covenant.

  • Replacement Date has the meaning set forth in Section 2.08(b).

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Replacement Option has the meaning ascribed thereto in Section 2.2(c).