New Preferred Stock. The holders of the New Preferred Stock may elect to retain their New Preferred Stock to the extent not exchanged for cash and/or Common Stock pursuant to Option 1 and Option 2 within ten (10) days after the Closing Date. Holders of the Series A Preferred Stock who do not elect any of Option 1, Option 2 or Option 3 shall be deemed to have elected Option 3 within ten (10) days after the Closing Date. The New Preferred Stock shall be convertible into shares of Common Stock and will have such other terms and conditions as set forth on Exhibit A hereto. The Company will register the shares of Common Stock into which the New Preferred Stock is convertible for resale by the holders on SEC Form S-3 (or other applicable form) to be filed ten days after the Closing Date and made effective on the Registration Date. In the event that a registration statement is not effective within 130 days following the Closing with respect to Options 2 and 3, the New Preferred Stock shall accrue dividends from and after the end of such 130 day period at a rate of 18% per annum, until such time as the registration statement is declared effective.
New Preferred Stock. Upon request by the Investor, the Company shall cause the New Preferred Stock to be created and authorized under the terms of its articles of incorporation and provide Investor with evidence satisfactory to Investor that all documents necessary to create the New Preferred Stock have been filed with the appropriate Governmental and Regulatory Authorities. Upon the issuance of any New Preferred Stock to Investor, the Company will not make, directly or indirectly, any offer or sale of New Preferred Stock or securities of the same or a similar class as the New Preferred Stock if as a result the offer and sale of the New Preferred Stock contemplated by the First Warrant could fail to be entitled to exemption from the registration requirements of the Securities Act. As used herein, the terms "offer" and "sale" have the meanings specified in Section 2(3) of the Securities Act. All issuances of New Preferred Stock by the Company shall comply with all applicable federal, state and foreign securities Laws.
New Preferred Stock. Subject to SECTION 2.6(H) hereof, the shares of New Preferred Stock outstanding immediately prior to the Effective Time shall not be converted or otherwise exchanged pursuant to the Merger and shall remain outstanding immediately after the Effective Time, held by the Persons who were holders of the New Preferred Stock immediately prior to the Effective Time. ARTICLE III
New Preferred Stock. The New Preferred Stock shall have been issued by Tenneco and shall be outstanding as set forth in SECTION 6.1(D) hereof and, if publicly issued or issued as a dividend-in-kind to the stockholders of Tenneco, shall have been authorized for listing on the NYSE upon official notice of issuance. (k)
New Preferred Stock. Each share of Company New Preferred Stock outstanding upon consummation of the Company Recapitalization shall be converted into one validly issued, fully paid and nonassessable share of Company Common Stock.
New Preferred Stock. If there is a Company Preferred Approval Event, then at least three business days prior to the Closing, Parent shall take any and all actions necessary to file a certificate of designations for the Parent New Preferred Stock with the Secretary of State of the State of Delaware.
New Preferred Stock. The Company's 13 3/4% Exchangeable Preferred Stock due 2009 to be issued, if at all, in exchange for the Preferred Stock pursuant to the Registration Rights Agreement.
New Preferred Stock. 11 ARTICLE III
New Preferred Stock. The Company agrees to file the Certificate of Designations with the Wyoming Secretary of State within three (3) business days after the date of this Agreement, and to issue and deliver two million (2,000,000) shares of the New Preferred Stock to Vakser immediately upon acceptance of said filing by the Wyoming Secretary of State.
New Preferred Stock. Lenders shall have received copies of (i) the final Offering Memorandum relating to the Offering and (ii) the forms of Certificates of Designation relating to each of the New Preferred Stock and the Exchange Preferred Stock and (A) such final Offering Memorandum shall not contain terms or provisions which, in the reasonable judgment of Lender, are materially adversely different from the terms and provisions contained in the Draft Offering Memorandum and (B) such Certificates of Designation shall not contain terms or provisions which in the reasonable judgment of Lender are materially adversely different form the terms contained in the Draft Offering Memorandum and the Certificates of Designation shall otherwise be in form and substance satisfactory to Lender in all material respects. No such approval by Lender of the final Offering Memorandum or the Certificates of Designation shall be deemed to be an approval by Lender of the issuance of the Exchange Debentures which shall continue to be prohibited under the Lancer Pledge Agreement and the Loan Agreement.
