Replacement Preferred Stock means any Disqualified Stock of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace or discharge any Disqualified Stock of the Company or any of its Restricted Subsidiaries (other than intercompany Disqualified Stock); provided that such Replacement Preferred Stock (i) is issued by the Company or by the Restricted Subsidiary who is the Company of the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged, and (ii) does not have an initial liquidation preference in excess of the liquidation preference plus accrued and unpaid dividends on the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged.
Replacement Preferred Stock means any Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace or discharge any Disqualified Stock of the Issuer or any of its Restricted Subsidiaries (other than intercompany Disqualified Stock); provided that such Replacement Preferred Stock (i) is issued by the Issuer or by the Restricted Subsidiary who is the issuer of the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged, and (ii) does not have an initial liquidation preference in excess of the liquidation preference plus accrued and unpaid dividends on the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged.
Replacement Preferred Stock means any Disqualified Stock of the Borrower or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to redeem, refund, refinance, replace or discharge any Disqualified Stock of the Borrower or any of its Restricted Subsidiaries (other than Disqualified Stock issued by the Borrower or a Restricted Subsidiary to the Borrower or another Restricted Subsidiary); provided that such Replacement Preferred Stock (i) is issued by the Borrower or by the Restricted Subsidiary who is the issuer of the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged, (ii) does not have an initial liquidation preference in excess of the liquidation preference plus accrued and unpaid dividends on the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged and (iii) does not require redemption, repurchase or discharge at any time prior to the date on which the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged is required to be redeemed, repurchased or discharged.
Examples of Replacement Preferred Stock in a sentence
The Company shall adopt and file with the Secretary of State of Delaware on or before the Closing (as defined below) the certificate of designation, rights, preferences and other terms and provisions of the Convertible Preferred Stock and the Replacement Preferred Stock in the form attached hereto as Exhibit A (the "Certificate of Designation").
Issue any shares of any preferred stock other than the Replacement Preferred Stock.
To the extent required, after the Effective Time, Genzyme will issue certificates representing shares of Genzyme Replacement Preferred Stock upon surrender for cancellation of certificates theretofore representing shares of Series B Convertible Preferred Stock, together with other reasonably requested documentation in accordance with the provisions set forth herein.
The Replacement Preferred Stock, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, with no personal liability attaching to the ownership thereof and will be free and clear of all Encumbrances.
Holders of Preferred Stock who do not approve such amendments to the Certificate of Incorporation shall automatically be deemed to have exchanged all of their shares of Preferred Stock for a like number of shares of Replacement Preferred Stock.
More Definitions of Replacement Preferred Stock
Replacement Preferred Stock means any Disqualified Stock of the Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to redeem, refund, refinance, replace or discharge any Disqualified Stock of the Issuer or any of its Restricted Subsidiaries (other than intercompany Disqualified Stock); provided that such Replacement Preferred Stock (i) is issued by the Issuer or by the Restricted Subsidiary who is the Issuer of the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged, (ii) does not have an initial liquidation preference in excess of the liquidation preference plus accrued and unpaid dividends on the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged and (iii) does not require redemption, repurchase or discharge at any time prior to the date on which the Disqualified Stock being redeemed, refunded, refinanced, replaced or discharged is required to be redeemed, repurchased or discharged.
Replacement Preferred Stock means any Disqualified Stock or preferred stock of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace or discharge any other preferred stock of the Company or any of its Restricted Subsidiaries (other than intercompany preferred stock); provided that such Replacement Preferred Stock is issued by the Company or by the Restricted Subsidiary who is the issuer of the preferred stock being renewed, refunded, refinanced, replaced or discharged.
Replacement Preferred Stock means any Disqualified Stock or preferred stock of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace or discharge any other preferred stock of the Company or any of its Restricted Subsidiaries (other than intercompany preferred stock).
Replacement Preferred Stock means preferred stock of the Borrower that (a) is issued in exchange for, or to replace or refinance, all or a portion of the Junior Preferred Stock and (b) may include, at the election of the Borrower, (i) provisions for required cash dividends (at a rate per annum not in excess of 12%), (ii) provisions for transferability, (iii) provisions for voting rights and/or board representation upon the occurrence of non-payment of dividends and (iv) such other terms as the Administrative Agent shall be reasonably satisfied are at least as advantageous to the Lenders in all respects material to their interests as the terms of the Junior Preferred Stock.
Replacement Preferred Stock means any Disqualified Stock or preferred stock of a Restricted Parent or any Restricted Subsidiary of a Restricted Parent issued in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace or discharge any other preferred stock of a Restricted Parent or any Restricted Subsidiary of a Restricted Parent (other than intercompany preferred stock); provided that such Replacement Preferred Stock is issued by a Restricted Parent or the Restricted Subsidiary of a Restricted Parent who is the issuer of the preferred stock being renewed, refunded, refinanced, replaced or discharged.
Replacement Preferred Stock preferred stock of Holdings or the Borrower issued after the Closing Date the proceeds of which shall be used to redeem or repay the Existing Preferred Stock and having terms no less favorable to the Lenders and the Administrative Agent than those contained in the Existing Preferred Stock.
Replacement Preferred Stock means the Series AX Preferred Stock, the Series BX Preferred Stock, the Series CX Preferred Stock, the Series DX Preferred Stock and the Series EX Preferred Stock.