Section 1145 Rights Offering definition

Section 1145 Rights Offering means the offering of Section 1145 Subscription Rights to Section 1145 Eligible Holders to purchase 7,656,521 shares of New Common Stock to be issued by Reorganized MPM pursuant to the Plan at a price per share of $17.28, for an aggregate purchase price of the Section 1145 Rights Offering Amount, to be conducted in reliance upon the exemption from registration under the Securities Act provided in section 1145 of the Bankruptcy Code.
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Examples of Section 1145 Rights Offering in a sentence

  • Each Section 1145 Subscription Right shall represent the right to acquire one share of Section 1145 Rights Offering Stock for the Rights Exercise Price.

  • The Section 1145 Rights Offering Stock will be exempt from the registration requirements of the Securities Act pursuant to section 1145 of the Bankruptcy Code.

  • The Rights Offering Stock will be issued pursuant to the Section 1145 Rights Offering and the 4(a)(2) Rights Offering.

  • In accordance with the Section 1145 Rights Offering Procedures and the Backstop Commitment Agreement, each Section 1145 Eligible Holder shall receive Section 1145 Subscription Rights to acquire its respective Pro Rata Share of Section 1145 Rights Offering Stock pursuant to the terms set forth in this Plan and in the Section 1145 Rights Offering Procedures.

  • In accordance with the Section 1145 Rights Offering Procedures and the Backstop Commitment Agreement, each Section 1145 Eligible Holder shall receive Section 1145 Subscription Rights to acquire its respective Pro Rata Share of Section 1145 Rights Offering Stock pursuant to the terms set forth in the Plan and in the Section 1145 Rights Offering Procedures.

  • The total number of shares of Section 1145 Rights Offering Stock to be issued in connection with the Section 1145 Rights Offering (including shares issued on account of the Backstop Commitment) will be 7,656,521.

  • The total number of shares of Section 1145 Rights Offering Stock to be issued in connection with the Section 1145 Rights Offering will be [].

  • The total number of shares of Section 1145 Rights Offering Stock to be issued in connection with the Section 1145 Rights Offering (including shares issued to the Backstop Parties in the Section 1145 Rights Offering on account of the commitment of the Backstop Parties to fully subscribe for their portion of the Section 1145 Rights Offering) will be 7,656,521.

  • The Plan provides for two rights offerings, the Section 1145 Rights Offering and the 4(a)(2) Rights Offering, to raise an aggregate of $600 million through the issuance of Rights Offering Stock.

  • For more details on the Section 1145 Rights Offering, please see the Section 1145 Rights Offering Procedures, and the corresponding subscription agreement and subscription form, which are annexed hereto as Exhibit 5-A.

Related to Section 1145 Rights Offering

  • Rights Offering has the meaning set forth in Section 4.1(b);

  • Rights Offering Shares means the shares of New Common Stock (including all Unsubscribed Shares purchased by the Commitment Parties pursuant to this Agreement) distributed pursuant to and in accordance with the Rights Offering Procedures.

  • Rights Offering Amount means $50 million.

  • Rights Offering Procedures means the procedures governing the Rights Offering, which procedures are attached as an exhibit to the Disclosure Statement, and shall be Acceptable to the Debtors and each of the Required Parties.

  • Rights Offering Participants means those Persons who duly subscribe for Rights Offering Shares in accordance with the Rights Offering Procedures.

  • Qualifying Offering means a private offering of *****’s equity securities (or securities convertible into or exercisable for *****’s equity securities) for cash (or in satisfaction of debt issued for cash) having its final closing on or after the date of this Agreement and which includes investment by one or more venture capital, professional angel, corporate or other similar institutional investors other than Stanford. For the avoidance of doubt, if ***** is a limited liability company, then “equity securities” means limited liability company interests in *****.

  • Offering Notice has the meaning set forth in Section 4.3(b).

  • Registration Deadline means the day falling 90 Registration Business Days after the Issue Date;

  • Net Offering Proceeds means all cash or other assets received by General Partner or Borrower as a result of the issuance or sale of common shares of beneficial interest, preferred shares of beneficial interest, partnership interests, preferred partnership units, limited liability company interests, Convertible Securities or other ownership or equity interests in General Partner or Borrower less customary costs and discounts of issuance paid by General Partner or Borrower, as the case may be.

  • Piggyback Offering has the meaning set forth in Section 8(a).

  • Subsequent Offering means any further issuance of Interests in any Series, excluding any Initial Offering or Transfer.

  • Subsequent Financing Notice shall have the meaning ascribed to such term in Section 4.12(b).

  • Registration Notice has the meaning specified in Section 2.1(a).

  • Approved Sale has the meaning set forth in 2.1(d).

  • TERMINATION OF THE INITIAL PUBLIC OFFERING means the earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Company or (ii) the date on which all shares of stock offered in the Initial Public Offering are sold, excluding warrants, if any, offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan.

  • Shelf Offering Notice has the meaning set forth in Section 1(d)(i).

  • Qualifying Public Offering means a firm commitment underwritten public offering of Stock for cash where the shares of Stock registered under the Securities Act are listed on a national securities exchange.

  • Call Rights As defined in Section 9.01(f).

  • Underwritten Offering Notice has the meaning set forth in Section 2(b).

  • Minimum Offering Notice means a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.

  • Application Deadline means 5:00 p.m., Eastern Time, on the final day of the Application Period.

  • Demand Registration Notice has the meaning set forth in Section 2.1.

  • Term SOFR Transition Event means the determination by the Administrative Agent that (a) Term SOFR has been recommended for use by the Relevant Governmental Body, (b) the administration of Term SOFR is administratively feasible for the Administrative Agent and (c) a Benchmark Transition Event or an Early Opt-in Election, as applicable, has previously occurred resulting in a Benchmark Replacement in accordance with Section 2.14 that is not Term SOFR.

  • Exercise Notice Deadline In respect of any exercise of Options hereunder on any Conversion Date, the “Scheduled Trading Day” prior to the scheduled first “VWAP Trading Day” of the “Observation Period” (each as defined in the Indenture, but, in the case of any such Observation Period, as modified by the provision set forth opposite the caption “Convertible Security Settlement Method”) relating to the Convertible Securities converted on the Conversion Date occurring on the relevant Exercise Date; provided that in the case of any exercise of Options hereunder in connection with the conversion of any Relevant Convertible Securities on any Conversion Date occurring during the period starting on and including June 4, 2020 and ending on and including the second “Scheduled Trading Day” immediately preceding the “Maturity Date” (each as defined in the Indenture) (the “Final Conversion Period”), the Exercise Notice Deadline shall be noon, New York City time, on the “Scheduled Trading Day” (as defined in the Indenture) immediately preceding the “Maturity Date” (as defined in the Indenture).

  • Final Notice of Purchase means, in connection with an Optional Tender or a Mandatory Tender, a Notice of Purchase delivered by the Tender and Paying Agent to the Liquidity Provider (or directly to the Liquidity Provider by Beneficial Owners or their Agent Members, in the case of an Optional Tender, or Holders, in the case of a Mandatory Tender, if there is no Tender and Paying Agent or for any reason the Tender and Paying Agent does not perform its obligations) on the Purchase Date indicating the number of VRDP Shares to be purchased on such date pursuant to the Purchase Obligation, or, in connection with a Mandatory Purchase, the Mandatory Purchase Notice delivered by the Fund or the Tender and Paying Agent on behalf of the Fund.

  • Proposed Sale has the meaning set forth in Section 2.4(a).