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 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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Examples of Replacement Equity in a sentence

  • 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.

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

  • 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.

  • 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.

  • All Replacement Equity Awards will have terms and conditions substantially the same as the Stock Awards replaced, and a value equal to such replaced Stock Awards.

  • A one-time “Replacement Equity Grant” of 25,000 RSUs. The Replacement Equity Grant shall vest in 2 equal annual tranches beginning September 30, 2010.

  • Replacement Equity Awards The fair value of assumed Metromile equity awards which includes stock options and and restricted stock units which are attributable to pre combination service amounted to $0.8 million at the completion of the Merger, and is considered part of the purchase price.

  • The Replacement Equity Award will be conditioned on the Employee releasing Buyer, Sellers and their respective representatives from all liabilities and obligations, and waiving all claims, rights and causes of action that the Employee had, has or may have in connection with his or her equity award.


More Definitions of Replacement Equity

Replacement Equity has the meaning set forth in Section 4.1(e)(vi).
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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 Administrative Agent and the Required Lenders.
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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.

  • 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 (1) from which all or substantially all of the waste is removed, and (2) that is subsequently reused to treat, store, or dispose of hazardous waste. “Replacement unit” does not apply to 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 an approved closure plan or EPA or State approved corrective action.

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

  • 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.

  • Reinvestment Agreement means a guaranteed reinvestment agreement from a bank, insurance company or other corporation or entity, in each case, at the date of such acquisition having a credit rating of at least A-1 from S&P and at least P-1 from Moody’s; provided that such agreement provides that it is terminable by the purchaser, without penalty, if the rating assigned to such agreement by either S&P or Xxxxx’x is at any time lower than such ratings.

  • 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.

  • Replacement Agreement means an agreement entered into as a replacement for any Relevant Agreement;

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

  • 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).

  • Replacement Option means an Option that is granted when a Participant uses a Common Share held or to be acquired by the Participant to exercise an Option and/or to satisfy tax withholding requirements incident to the exercise of an Option.

  • Reinvestment Agreements One or more reinvestment agreements, acceptable to the Rating Agencies, from a bank, insurance company or other corporation or entity (including the Trustee).

  • Replacement Notice is defined in Section 4.11.

  • Replacement Liquidity Provider has the meaning set forth in the Intercreditor Agreement.

  • Term SOFR Replacement Date has the meaning specified in Section 3.03(b).

  • Capital Replacement means the replacement of those items listed on Exhibit F.

  • Alternative Financing has the meaning set forth in Section 5.14(b).

  • alternative plan means a group RRSP, including the BCTF Plan, which was entered into prior to the coming into force of this Article, and which is still in effect as of that date.

  • Replacement Engine means a [Engine Manufacturer and Model] engine (or an engine of the same or another manufacturer of a comparable or an improved model and suitable for installation and use on the Airframe with the other Engine (or any other Replacement Engine being substituted simultaneously therewith)) that shall have been made subject to the Lien of the Indenture pursuant to Section 7.04 or Section 7.05 thereof, together with all Parts relating to such engine, but excluding items installed or incorporated in or attached to any such engine from time to time that are excluded from the definition of Parts.

  • Alternative program means a non-disciplinary monitoring or practice remediation process approved by a physical therapy licensing board. This includes, but is not limited to, substance abuse issues.