New Equity Settlement means, with respect to any securities or combination of securities referred to in the definition of replacement securities, that such securities or related transaction agreements include a provision to the effect that, if Morgan Stanley has exhausted its rights to defer distributions at its option pursuant to an optional deferral provision and such deferral continues beyond a specific date specified in such security or if any mandatory trigger provision has become applicable, Morgan Stanley shall, unless a market disruption event has occurred and is continuing, (a) use its commercially reasonable efforts to sell shares of its common stock and/or, at its option, settlement stock to the extent the securities do not include a mandatory trigger provision, in an amount such that the net proceeds of such sale shall equal or exceed such distributions and (b) apply the net proceeds of such sale to pay such distributions in full.
New Equity Settlement means, with respect to any securities or combination of securities referred to in the definition of Capital Replacement Securities, that such securities or related transaction agreements include a provision to the effect that, if the Issuer has exhausted its rights to defer Distributions at its option pursuant to an Optional Deferral Provision and such deferral continues beyond a specific date specified in such security or if any Mandatory Trigger Provision has become applicable, the Issuer shall, unless a Market Disruption Event has occurred and is continuing, (a) use its commercially reasonable efforts to sell shares of its Common Stock and/or, at its option, Settlement Stock to the extent the securities do not include a Mandatory Trigger Provision, in an amount such that the net proceeds of such sale shall equal or exceed such Distributions and (b) apply the net proceeds of such sale to pay such Distributions in full.
New Equity Settlement means, with respect to any securities or combination of securities referred to in the definition of Qualifying Capital Securities, that such securities or related transaction agreements include a provision to the effect that, if the Corporation has exercised its rights to defer Distributions at its option pursuant to an Optional Deferral Provision or if any Mandatory Trigger Provision has become applicable, and such deferral continues beyond a specific date specified in such security, the Corporation shall, unless a Supervisory Event or a Market Disruption Event has occurred and is continuing, (a) use its commercially reasonable efforts to sell shares of its Common Stock, rights to purchase Common Stock and/or, at its option, Settlement Stock (to the extent such securities do not include a Mandatory Trigger Provision or a provision that the holders of such securities, upon any liquidation, dissolution, winding up, reorganization or in connection with any insolvency, receivership or proceeding under any bankruptcy law with respect to the issuer of such securities, will have no claim to any deferred interest exceeding 25% of the principal amount of such securities then outstanding), in an amount such that the net proceeds of such sale shall equal or exceed such Distributions and (b) apply the net proceeds of such sale to pay such Distributions in full. For purposes of the inclusion of this defined term in the definition of Debt Exchangeable for Equity, the reference to “Settlement Stock” in the preceding sentence shall mean Settlement Stock that (x) is subject to a Capital Replacement Covenant or (y) has a Mandatory Trigger Provision, an Optional Deferral Provision and Intent-Based Replacement Disclosure. The occurrence and continuation of a Supervisory Event may permit the Corporation to pay deferred Distributions with cash from any source without causing a breach of its obligations under the applicable indenture.
Examples of New Equity Settlement in a sentence
The Company’s obligation to sell New Equity to pay deferred interest during a New Equity Settlement Period shall resume at such time as no Market Disruption Event or Supervisory Event exists or is continuing.
On any Interest Payment Date during a New Equity Settlement Period, the Company covenants not to pay any accrued and unpaid interest on the Notes except on an Interest Payment Date and except in an aggregate amount for each Interest Payment Date that does not exceed the New Equity Amount with respect to such Interest Payment Date raised by the Company pursuant to clause (k) below.
The Company shall notify the Federal Reserve (i) upon the commencement of any Optional Deferral Period, (ii) prior to or promptly after the commencement of a New Equity Settlement Period and shall seek the approval of the Federal Reserve at any time for (x) the issuance, offer or sale of New Equity and (y) the application of the New Equity Amount as described in clause (j) below.
Notwithstanding anything to the contrary herein, the Guarantor retains all of its rights under the Indenture to defer the interest payments on the Notes pursuant to the terms thereof and the Guarantor shall not be obligated hereunder to make any Guarantee Payments during any Optional Deferral Period or New Equity Settlement Period (as defined in the Indenture) with respect to the Distributions (as defined in the Declaration of Trust) on the Securities.
More Definitions of New Equity Settlement
New Equity Settlement means, with respect to any securities or combination of securities referred to in the definition of Capital Replacement Securities, that such securities or related transaction agreements include a provision to the effect that, if the Company has exhausted its rights to defer Distributions at its option pursuant to an Optional Deferral Provision, the Company shall, unless a Supervisory Event has occurred or the Company has timely delivered an MDE Certification, (a) use its commercially reasonable efforts to issue and sell shares of its Common Stock and/or, at its option, Qualifying Preferred Stock, in an amount such that the net proceeds of such sale shall equal or exceed such Distributions and (b) apply the net proceeds of such sale to pay such Distributions in full.
New Equity Settlement means, with respect to any securities or combination of securities referred to in the definition of Qualifying Capital Securities or Debt Exchangeable for Equity, that such securities or related transaction agreements include a provision to the effect that, if the Corporation has exercised its rights to defer Distributions at its option pursuant to an Optional Deferral Provision or if any Mandatory Trigger Provision has become applicable, and such deferral continues beyond a specific date specified in such security, the Corporation shall, unless a Supervisory Event or a Market Disruption Event has occurred and is continuing, (a) use its commercially reasonable efforts to sell shares of its Common Stock or rights to acquire Common Stock, in an amount such that the net proceeds of such sale shall equal or exceed such Distributions and (b) apply the net proceeds of such sale, which must be raised within 180 days of the payment of such Distributions, to pay such Distributions in full; provided that: