Restructuring Securities definition

Restructuring Securities means any debt or equity securities that are distributed to Subordinated Creditor in respect of the Subordinated Indebtedness pursuant to a confirmed plan of reorganization or adjustment and that (a) are subordinated in right of payment to the Senior Indebtedness (or any debt or equity securities issued in substitution of all or any portion of the Senior Indebtedness) to at least the same extent as the Subordinated Indebtedness is subordinated to the Senior Indebtedness pursuant to the terms of this Agreement (including, with respect to any covenants, defaults or other provisions that have corresponding provisions in the Senior Documents, with cushions consistent with the cushions included on the date hereof), (b) do not have the benefit of any obligation of any entity (whether as issuer, guarantor or otherwise) unless the Senior Indebtedness has a prior right to the same benefit of the obligation of such entity, and (c) do not have any terms, and are not subject to or entitled to the benefit of any agreement or instrument that has terms, that are more burdensome to the issuer of or other obligor on such debt or equity securities than are the terms of the Senior Indebtedness (or any debt or equity securities issued in substitution of all or any portion of the Senior Indebtedness).
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Restructuring Securities means the Series A Notes, the Series B Notes, the New PPNs, the Grantor Trust Certificates, the New Unvested Warrants, the New PPN Warrants, the New SARs and the New PPN SARs.
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Restructuring Securities means, collectively, the Restructuring Debentures, the Restructuring Subscription Receipts, the Restructuring Common Shares and the Restructuring Warrants;
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Examples of Restructuring Securities in a sentence

  • The Purchaser acknowledges that, with the purchase of the Shares contemplated hereby, the Company will also be issuing the Series C Preferred Stock, the Catalyst Warrants, the Becker Warrants, the BlueStone Warrants, the Meyers Warrants, the PNC Waxxxxx, the Cameron Warrant and the Zachariou Xxxxxxt in connection with the Restructuring (collectively, the "Restructuring Securities").

  • Such outstanding shares do not give effect to the issuance of the Shares hereunder or the Restructuring Securities.

  • The Restructuring Securities to be issued and distributed pursuant to the Plan will be exempt from the registration requirements of federal, state or local securities laws to the fullest extent permitted by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, and/or Section 1145(a) of the Bankruptcy Code.

  • It is expected, based upon prior year reporting timelines, that school boards will be required to submit their 2019-2020 Estimates by June 28, 2019.

  • Notwithstanding the foregoing, the Company does not currently have sufficient shares of authorized but unissued Common Stock to issue all of the shares of Common Stock required to be delivered upon conversion of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and exercise of all outstanding options and warrants and the other Restructuring Securities.

  • Events of (a) The Company shall fail to redeem the Restructuring Securities in Default: accordance with the Payment Priority Waterfall or (b) any proceeding shall be instituted by or against the Company under any law relating to bankruptcy, insolvency, or reorganization.

  • These provisions may have the effect of reducing the ability of holders of the Restructuring Securities to liquidate their investment in such securities by limiting, to some degree, the potential purchasers of such securities and the ability of Lamington to redeem such securities.

  • A U.S. Holder’s holding period in such Restructuring Securities should begin the day following the Effective Date.

  • Covenants: Periodic On a semi-annual basis, the Company shall provide detailed interim and Reporting: annual financial reports to all holders of Series B Notes, including without limitation information regarding any redemptions of Restructuring Securities pursuant to the “Payment Priority’ section above.

  • These provisions may also have the effect of reducing the ability of holders of certain of the Restructuring Securities to exercise certain conversion features thereof.


More Definitions of Restructuring Securities

Restructuring Securities means (i) debt securities of any Debtor, as reorganized or readjusted, provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a Proceeding under any applicable law, so long as such securities (a) are subordinated in right of payment to all Senior Obligations and to all debt securities issued in exchange for Senior Obligations to the same extent as, or to a greater extent than, the Subordinated Obligations are so subordinated as provided for in this Subordination Agreement and (b) have terms that are no less favorable to the holders of Senior Obligations than the terms set forth in this Subordination Agreement; (ii) equity securities of any Debtor, as reorganized or readjusted, provided for by a plan of reorganization or readjustment authorized by an order or decree of a court of competent jurisdiction in a Proceeding under any applicable law, so long as (a) the holders of Senior Obligations receive (1) debt securities and equity securities (and such equity securities are senior to the equity securities received by Holders of the Subordinated Obligations), (2) solely equity securities, and such equity securities are senior to the equity securities received by the Holders of the Subordinated Obligations, or (3) solely debt securities and (b) the equity securities received by the Holders of the Subordinated Obligations, if any, do not contain a mandatory redemption date (or require dividends to be paid on a date) that is earlier than the mandatory redemption date or final maturity date of the securities received by the holders of the Senior Obligations; or (iii) common equity of a Debtor, provided, however, that if such equity is received in connection with a Proceeding, it must satisfy the requirements of clause (ii) above.
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Restructuring Securities means the Series A Notes, the Series B Notes,
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Related to Restructuring Securities

  • Closing Securities shall have the meaning ascribed to such term in Section 2.1(a)(ii).

  • Existing Securities means, collectively, the Equity Securities and the Debt Securities.

  • Controlling Securities means (i) the Class A Notes so long as the Class A Notes are outstanding, (ii) after the Class A Notes are no longer outstanding, the Class B Notes so long as the Class B Notes are outstanding and (iii) after the Class B Notes are no longer outstanding, the Class C Notes so long as the Class C Notes are outstanding.

  • Qualifying Securities means securities issued by the Issuer that:

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Company Voting Securities means the combined voting power of all outstanding voting securities of the Company entitled to vote generally in the election of directors to the Board.

  • APM Qualifying Securities means, with respect to an Alternative Payment Mechanism or any Mandatory Trigger Provision, one or more of the following (as designated in the transaction documents for any Qualifying Capital Securities that include an Alternative Payment Mechanism or a Mandatory Trigger Provision, as applicable):

  • Underlying Securities means any securities issuable on conversion, exchange or exercise of compensation securities.

  • Outstanding Company Voting Securities means outstanding voting securities of the Company entitled to vote generally in the election of directors; and any specified percentage or portion of the Outstanding Company Voting Securities (or of other voting stock or voting securities) shall be determined based on the relative combined voting power of such securities;

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Outstanding Voting Securities means the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors.

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Existing Secured Notes means the previously issued debt securities of the Issuers outstanding on the date hereof.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Restructuring Support Agreement has the meaning set forth in the Recitals.

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Refinancing Transactions means the transactions described under “Summary—The Refinancing Transactions” in the Offering Memorandum.

  • Restructuring has the meaning set forth in the Recitals.

  • Equity Preferred Securities means, with respect to any Person, any trust preferred securities or deferrable interest subordinated debt securities issued by such Person or other financing vehicle of such Person that (i) have an original maturity of at least twenty years, and (ii) require no repayments or prepayments and no mandatory redemptions or repurchases, in each case, prior to the first anniversary of the latest Maturity Date.

  • Acquisition Debt means any Indebtedness incurred by the Borrower or any of its Subsidiaries for the purpose of financing, in whole or in part, a Material Acquisition and any related transactions or series of related transactions (including for the purpose of refinancing or replacing all or a portion of any pre-existing Indebtedness of the Borrower, any of its Subsidiaries or the person(s) or assets to be acquired); provided that (a) the release of the proceeds of such Indebtedness to the Borrower and/or its Subsidiaries is contingent upon the consummation of such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such acquisition is terminated prior to the consummation of such Material Acquisition or if such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly applied to satisfy and discharge all obligations of the Borrower and/or its Subsidiaries in respect of such Indebtedness) or (b) such Indebtedness contains a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to be redeemed or prepaid if such Material Acquisition is not consummated by the date specified in the definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or similar transaction, the definitive offer document) for such Material Acquisition is terminated in accordance with its terms prior to the consummation of such Material Acquisition or such Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness, such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Voting Securities means any securities of the Company that vote generally in the election of directors.

  • Financing Transactions means the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.