Substitute Preferred Stock definition
Substitute Preferred Stock means a class or series of equity securities of a Successor Entity having the preferences, limitations and relative rights in its articles or certificate of incorporation or other constituent documents that are substantially similar to those set forth in the Certificate of Designations establishing the Exchange Stock.
Substitute Preferred Stock means a class or series of equity securities of a Successor Entity having the preferences, limitations and relative rights in its articles or certificate of incorporation or other constituent documents that are substantially similar to those set forth in the Articles of Amendment establishing the Wachovia Preferred Stock.
Substitute Preferred Stock means a series of the Company’s Preferred Stock, without par value, that (as to each share) shall (i) be entitled to non-cumulative dividends, to be declared and paid on the dates and in the amounts that dividends are declared and paid on Common Stock on an “as converted” basis (that is, on the number of shares of Common Stock into which one share of Substitute Preferred Stock is convertible); (ii) (x) have a liquidation preference per share such that the aggregate liquidation preference of shares of Substitute Preferred Stock delivered in connection with (A) a Reset Payment is equal to the related Reset Payment and (B) exercise of the Warrant is equal to the related Exercise Price (as defined in the Warrant), in each case rounded upwards to the nearest $100,000 if the Reset Payment is not evenly divisible by $100,000 and (y) provide that each holder at its election may choose on a liquidation of the Company to receive either such liquidation preference or to share with the Common Stock on a parity basis (determined for the Substitute Preferred Stock on an “as converted” basis), but not both; (iii) not be redeemable (and, accordingly, shall be perpetual); (iv) have no voting rights except for those permitted by the Federal Reserve’s Regulation Y that would not result in the Substitute Preferred Stock being treated as voting securities; and (v) be convertible into shares of Common Stock on a share-for-share basis determined as of the date of issuance, subject to customary anti-dilution adjustments and subject to Section 4.12(d) (as applicable), but at (and only at) such time as (x) Purchaser (1) does not own, and is not deemed for applicable bank regulatory purposes to own, 10% or more of the total number of any class of voting securities of the Company (excluding, for this purpose, any reductions in such ownership resulting from transfers by Purchaser of voting securities of the Company to third parties, to the extent such transfers occurred when Purchaser was a Covered Owner), and then only to the extent that such conversion would not result in Purchaser owning or being deemed for applicable bank regulatory purposes to own 10% or more of the total number of any class of voting securities of the Company, or (2) transfers such shares of Substitute Preferred Stock (A) in a widely distributed public offering, (B) to a person that is acquiring at least a majority of the voting securities of the Company (not including voting securities such person is acquiring ...
Examples of Substitute Preferred Stock in a sentence
The registration rights granted herein apply only to the USCB Common Stock and the TARP Substitute Preferred Stock, and USCB shall not be obligated under this Agreement to register any Companion Preferred Stock.
The number of shares of Substitute Preferred Stock (or depositary shares for Substitute Preferred Stock, if applicable) to be delivered pursuant to this Section 4.12 shall be determined on an “as converted” basis, with the value of each share of underlying Common Stock determined in the manner provided for in Section 4.11(a) for purposes of delivery of shares of Substitute Preferred Stock (and/or such other class of preferred stock described in Section 4.12(d)(ii)) pursuant to Section 4.12(a).
More Definitions of Substitute Preferred Stock
Substitute Preferred Stock means a series of the Corporation’s Preferred Stock, par value $.001, that (as to each share) shall have the same terms as the Series C Preferred Stock except that it will be convertible into shares of Common Stock at (and only at) such time as (x) Holder (together with its BHC Affiliated Persons) (1) does not own, and is not deemed for applicable bank regulatory purposes to own, 10% or more of the total number of any class of Voting Securities of the Corporation, and then only to the extent that such conversion would not result in Holder and its BHC Affiliated Persons owning or being deemed for applicable bank regulatory purposes to own 10% or more of the total number of any class of voting securities of the Corporation, or (2)
Substitute Preferred Stock means a class or series of equity securities of a Successor Entity having the preferences, limitations and relative rights in its articles or certificate of incorporation or other constituent documents that are substantially similar to those set forth in Colonial’s certificate of designation to Colonial’s amended and restated certificate of incorporation, as amended, establishing the Series A Colonial Preferred Stock.