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.
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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.
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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) transfers such shares of Substitute Preferred Stock (and, in the case of this clause (2), such shares of Substitute Preferred Stock shall become convertible into shares of Common Stock, subject to clause (y) below, at any time commencing immediately following such transfer) (A) in a widely distributed public offering, (B) to a person that is acquiring at least a majority of the voting securities of the Corporation (not including voting securities such person is acquiring from Holder) or (C) to persons that Holder reasonably believes would not own for applicable bank regulatory purposes more than 2% of the Common Stock or any class of the Corporation’s voting securities after such transfer, and upon any such transfer such shares of Substitute Preferred Stock shall be immediately convertible into such shares of Common Stock by the transferee, and (y) the Corporation has obtained the Stockholder Approval. If the Company elects to issue in satisfaction of its obligations under Section 4(h) depositary shares for Substitute Preferred Stock instead of shares of Substitute Preferred Stock directly (for example, depositary shares each representing a 1/100th interest in a share of Substitute Preferred Stock, with each share of Substitute Preferred Stock having entitlements as to dividends and upon liquidation corresponding to 100 shares of Series C Preferred Stock, and convertible into 100 shares of Series C Preferred Stock), then the provisions of Section 4(h) with respect to Substitute Preferred Stock shall be read mutatis mutandis to give effect to the issuance of depositary shares.
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Examples of Substitute Preferred Stock in a sentence

  • If an exchange, consolidation, merger or similar transaction that is not an Extraordinary Transaction occurs and in connection therewith the Series A Preferred Stock will not remain outstanding, the holders of Series A Preferred Stock will be entitled to receive shares of Substitute Preferred Stock upon the conversion or exchange thereof in connection with such transaction.

  • The circumstances of Heliodoro Portugal’s arrest, in and of themselves, constitute an affront to his mental and moral integrity.

  • 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.


More Definitions of Substitute 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 ...
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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.
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Related to Substitute Preferred Stock

  • Safe Preferred Stock means the shares of the series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to: (i) the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Conversion Price.

  • Series E Preferred Stock means shares of the Company’s Series E Preferred Stock, par value $0.0001 per share.

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

  • Existing Preferred Stock means, collectively, the outstanding shares of the Series E 6% Convertible Preferred Stock of the Corporation.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

  • Series G Preferred Stock means the Corporation's Series G Convertible Preferred Stock, par value $0.004 per share.

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Qualifying Preferred Stock means non-cumulative perpetual preferred stock of the Corporation that (a) ranks pari passu with or junior to all other preferred stock of the Corporation, and (b) either (x) is subject to a Qualifying Replacement Capital Covenant or (y) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth therein, and (c) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies.

  • Convertible Preferred Stock has the meaning set forth in the recitals.

  • Series C Preferred Stock means shares of the Company’s Series C Preferred Stock, par value $0.001 per share.

  • Series D Preferred Stock means shares of the Company’s Series D Preferred Stock, par value $0.001 per share.

  • Qualified Preferred Stock means any preferred capital stock of Holdings or Lead Borrower so long as the terms of any such preferred capital stock (x) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to the 91st day after the Latest Maturity Date as of the date such Qualified Preferred Stock was issued other than (i) provisions requiring payment solely (or with provisions permitting Holdings or Lead Borrower, as applicable, to opt to make payment solely) in the form of common Equity Interests, Qualified Preferred Stock of Holdings or Lead Borrower or cash in lieu of fractional shares, as applicable, or any Equity Interests of any direct or indirect Parent Company of Holdings or Lead Borrower, as applicable, (ii) provisions requiring payment solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale are subject to the payment in full of all Obligations in cash (other than unasserted contingent indemnification obligations) or such payment is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder) and (iii) with respect to preferred capital stock issued to any plan for the benefit of employees of Holdings or Lead Borrower, as applicable, or its Subsidiaries or by any such plan to such employees, provisions requiring the repurchase thereof in order to satisfy applicable statutory or regulatory obligations and (y) give Holdings or Lead Borrower the option to elect to pay such dividends or distributions on a non-cash basis or otherwise do not require the cash payment of dividends or distributions at any time that such cash payment is not permitted under this Agreement or would result in an Event of Default hereunder.

  • Series A Convertible Preferred Stock means the Series A Convertible Preferred Stock, $0.001 par value per share, of the Corporation.

  • Series B Convertible Preferred Stock means the Series B Convertible Preferred Stock, $0.01 par value per share, of the Corporation.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Series A Preferred Stock means shares of the Company’s Series A Preferred Stock, par value $0.0001 per share.

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 per share.

  • Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.0001 per share.

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

  • Buyer Preferred Stock means the preferred stock, par value $0.001 per share, of Buyer.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Voting Preferred Stock means, with regard to any matter as to which the holders of Series T are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series T) that rank equally with Series T either as to the payment of dividends or as to the distribution of assets upon liquidation, dissolution or winding up of the Corporation and upon which like voting rights have been conferred and are exercisable with respect to such matter.

  • Series A-1 Preferred Stock means shares of the Company’s Series A-1 Preferred Stock, par value $0.0001 per share.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.

  • Parent Preferred Stock means the preferred stock, par value $0.01 per share, of Parent.