Surviving Corporation Preferred Stock definition

Surviving Corporation Preferred Stock means the Series A redeemable exchangeable preferred stock, par value $0.01 per share, of the Company, having the terms set forth in Section 1.1(p) of the Seller Disclosure Letter to this Agreement, with such amendments as may be reasonably requested by the lenders providing the Financing, which amendments shall not adversely affect the Seller in a disproportionate manner as compared to other preferred stockholders of the Surviving Corporation.
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Surviving Corporation Preferred Stock means the 8 1/8% Series B Cumulative Perpetual Convertible Preferred Stock, par value $0.0001 per share, of the Surviving Corporation.
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Surviving Corporation Preferred Stock has the meaning set forth in Section 3.01(d).
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Examples of Surviving Corporation Preferred Stock in a sentence

  • No fractional share interests of Surviving Corporation Preferred Stock shall be issued.

  • Seller has experience as an investor and acknowledges that Seller can bear the economic risk of its investment in the Surviving Corporation Common Stock, Surviving Corporation Preferred Stock and the Surviving Corporation Notes and has such knowledge and experience in financial or business matters that Seller is capable of evaluating the merits and risks of its investment in the Surviving Corporation Common Stock, Surviving Corporation Preferred Stock and the Surviving Corporation Notes.

  • Purchaser and its officers have experience as an investor in securities of companies such as the Company and acknowledges that each of Purchaser can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that Purchaser is capable of evaluating the merits and risks of its investment in the Surviving Corporation Common Stock and Surviving Corporation Preferred Stock to be acquired by it in the Merger.

  • The authorized capital stock of the Surviving Corporation consists of 5,000,000 shares of Common Stock, $.01 par value ("Surviving Corporation Common Stock"), and 300,000 shares of Preferred Stock, $.01 par value ("Surviving Corporation Preferred Stock").

  • If the Surviving Corporation Preferred Stock is not eligible for trading on the Nasdaq National Market as of the Closing Date, Merger Company will use its commercially reasonable efforts to arrange for an established securities dealer or dealers to make a market in the Surviving Corporation Preferred Stock.

  • Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding from and after the Effective Time as one share of Surviving Corporation Preferred Stock having the powers, preferences and rights substantially similar to the Company Preferred Stock.

  • Merger Company agrees to use its commercially reasonable efforts to have the Surviving Corporation Preferred Stock eligible for trading on the Nasdaq National Market.

  • If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Common Stock Merger Consideration to which such holder is entitled, without interest or dividends thereon (except dividends in respect of the Surviving Corporation Preferred Stock).

  • Common Stock Section 2.1(c) Surviving Corporation Preferred Stock Section 2.1(c) Tax Section 3.12(f) Tax Return Section 3.12(f) Transactions Recitals AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of June 1, 2000, between U.S. Can Corporation, a Delaware corporation (the "Company"), and Pac Packaging Acquisition Corporation, a Delaware corporation ("Newco").

  • At and after the Effective Time, all of the outstanding certificates which immediately prior to the Effective Time represented shares of Company Preferred Stock shall be deemed for all purposes to evidence ownership of, and to represent shares of, Surviving Corporation Preferred Stock into which the shares of Company Preferred Stock formerly represented by such certificates have been converted as herein provided.


More Definitions of Surviving Corporation Preferred Stock

Surviving Corporation Preferred Stock. Section 2.01(a) "Tax" and "Taxes" -- Section 3.12 "TBCA" -- Section 1.01 "Termination Fee" -- Section 8.02(b) "TNMP" -- Section 3.13(l) "Transfer Taxes" -- Section 6.11 "Year 2000 Compliant" -- Section 3.23 This AGREEMENT AND PLAN OF MERGER, dated as of May 24, 1999 (this "Agreement"), is made and entered into by and among SW Acquisition, L.P., organized and existing under the laws of Texas ("Parent"), ST Acquisition Corp., a Texas corporation wholly owned by Parent ("Sub"), and TNP Enterprises, Inc., a Texas corporation (the "Company").
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Surviving Corporation Preferred Stock means the preferred stock of the Surviving Corporation as described in Section 8.12 of this Agreement.
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Surviving Corporation Preferred Stock means the 12% Cumulative Preferred Stock, par value $0.01 per share, of the Surviving Corporation, to be issued by the Surviving Corporation at the Closing Date, the terms of which are set forth on EXHIBIT J attached hereto together with such rights, preferences, designations, qualifications, limitations and restrictions to be contained in a certificate of designation to be agreed upon between Motorola and TPG Holding prior to the Closing Date.
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Surviving Corporation Preferred Stock means the preferred stock, par value $1.00 per share, of the Surviving Corporation, having the same designations, preferences and limitations as the TPG Preferred Stock.
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Related to Surviving Corporation Preferred Stock

  • Surviving Corporation Common Stock has the meaning set forth in Section 1.7(a).

  • New Preferred Stock means the Series B-1 Preferred Stock and the Series B-2 Preferred Stock.

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

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

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

  • Senior Preferred Stock means collectively, (i) Series A-1 Convertible Preferred, (ii) Series A-2 Preferred Stock, (iii) Series A-3 Convertible Preferred, (iv) 14¼% Preferred, (v) 9¾% Preferred, (vi) Series B Convertible Preferred, (vii) Series C Preferred Stock and (viii) Series C Convertible Preferred, in each case as defined in the Master Transaction Agreement.

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

  • Voting Preferred Stock means, with regard to any election or removal of a Preferred Stock Director (as defined in Section 8(b) below) or any other matter as to which the holders of Series E are entitled to vote as specified in Section 8 of this Certificate of Designations, any and all series of Preferred Stock (other than Series E) that rank equally with Series E 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 B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

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

  • Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.

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

  • Series F Preferred Stock means shares of the Company’s Series F Preferred Stock, par value $0.0001 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 C Preferred Stock means shares of the Company’s Series C Preferred Stock, par value $0.001 per share.

  • 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.

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

  • Purchaser Preferred Stock means shares of preferred stock, par value $0.0001 per share, of Purchaser.

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

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

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

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

  • Series B-1 Preferred Shares means the Series B-1 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.

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

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