TARP Exchange Sample Clauses

TARP Exchange. The United States Department of Treasury (the “Treasury”) holds (i) 80,347 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series C (the “TARP Preferred Stock”) and (ii) a warrant, dated December 31, 2008, to purchase 1,325,858 shares of the Common Stock at an exercise price of $9.09 per share (the “TARP Warrant”). On the terms and subject to the conditions set forth in a letter dated May 18, 2010 from Treasury to the Company (the “Treasury Letter”), and an Exchange Agreement to be executed by the Treasury and the Company incorporating the terms of the Treasury Letter (the “Exchange Agreement”), the Company intends to exchange the TARP Preferred Stock for a new series of mandatorily convertible preferred stock (the “Convertible Preferred Stock”), which such shares the Company will then convert into 46,713,372 shares of Common Stock (subject to adjustment as provided therein), and to amend the TARP Warrant to, among other things, reduce the exercise price thereof to $0.43 per share (collectively, the “TARP Exchange”).
Sample 1Sample 2Sample 3See All (15)
AutoNDA by SimpleDocs
TARP Exchange. The United States Department of Treasury (the “Treasury”) holds (i) 135,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, no par value per share and liquidation preference $1,000 per share (the “TARP Preferred Stock”), and (ii) a warrant, dated January 9, 2009, to purchase 1,585,748 shares of the Common Stock at an exercise price of $12.77 per share (the “TARP Warrant”). Subject to the approval of the Treasury, pursuant to an Exchange Agreement to be executed by the Treasury and the Company (the “Exchange Agreement”), the Company intends to exchange the TARP Preferred Stock for shares of a new series of mandatorily convertible preferred stock (the “New TARP Preferred Stock”), which shares the Company shall then convert into Common Shares having an aggregate value (valuing the Common Shares at $0.75 per share) of the sum of (1) 25% of the aggregate liquidation preference of the TARP Preferred Stock and (2) 100% of the amount accrued and unpaid dividends on the TARP Preferred Stock as of the Closing Date, and to amend the TARP Warrant to, among other things, reduce the exercise price thereof to $0.75 per share (collectively, the “TARP Exchange”), each to occur simultaneously with the Closing.
Sample 1Sample 2Sample 3See All (6)
TARP Exchange. The United States Department of Treasury (“Treasury”) holds (i) 51,500 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $10.00 per share and liquidation amount $1,000 per share (the “TARP Preferred Stock”), and (ii) a warrant, dated February 13, 2009, to purchase 2,207,143 shares of the Common Stock at an exercise price of $3.50 per share (the “TARP Warrant”). Subject to the approval of the Treasury, pursuant to an Exchange Agreement to be executed by the Treasury and the Company (the “Exchange Agreement”), the Company intends to (i) exchange the TARP Preferred Stock for Common Shares having an aggregate value (valuing the Common Shares at $0.16 per share) of the sum of (1) 25% of the aggregate liquidation preference of the TARP Preferred Stock and (2) 100% of the amount of accrued and unpaid dividends on the TARP Preferred Stock as of the Closing Date, and (ii) amend the TARP Warrant to, among other things, reduce the exercise price thereof to $0.16 per share (collectively, the “TARP Exchange”), each to occur simultaneously with the Closing.
Sample 1Sample 2Sample 3See All (4)
TARP Exchange. The United States Department of Treasury (the “Treasury”) holds (i) 135,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, no par value per share and liquidation preference $1,000 per share (the “TARP Preferred Stock”), and (ii) a warrant, dated January 9, 2009, to purchase 1,585,748 shares of the Common Stock (before giving effect to the Reverse Stock Split or 79,288 shares after giving effect to the Reverse Stock Split) at an exercise price of $12.77 per share (before giving effect to the Reverse Stock Split) (the “TARP Warrant”). Pursuant to an Exchange Agreement to be executed between the Treasury and the Company (the “Exchange Agreement”), (1) (A) the Company intends to issue to the Treasury, in exchange for its 135,000 Preferred Shares and the accrued and unpaid dividends thereon, 5,613,981 shares of Common Stock and, if the Closing shall occur after February 15, 2011, such number of additional Common Shares (rounded to the nearest whole number) that is equal to (x) the amount of all accrued and unpaid dividends on the TARP Preferred Stock from February 16, 2011 through and including the Closing Date, divided by (y) $10.00, and (B) the Treasury intends to deliver to the Company the shares of TARP Preferred Stock in exchange for such shares of Common Stock and (2) the Company and the Treasury intend to amend the TARP Warrant to, among other things, reduce the exercise price thereof to $10.00 per share (after giving effect to the Reverse Stock Split) (collectively, the “TARP Exchange”), each to occur simultaneously with the Closing.”
Sample 1Sample 2Sample 3
TARP Exchange. The United States Department of Treasury (the “Treasury”) holds (i) 303,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “TARP Preferred Stock”) and (ii) a warrant to purchase 6,437,677 shares of the Common Stock at an exercise price of $7.06 per share (the “TARP Warrant”). On the terms and subject to the conditions set forth in Exchange Agreement by and between the Company and Treasury dated as of April 29, 2010, as last amended as of the date hereof (such Exchange Agreement as amended, the “TARP Exchange Agreement”), the Company intends to exchange the TARP Preferred Stock for Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series C (the “Series C Shares” or “Series C Stock”), which shares the Company shall then convert into 378,750,000 shares of Common Stock (subject to adjustment as provided therein), and to amend the warrant held by Treasury dated December 5, 2008 to among other things reduce the exercise price thereof to $0.20 per share (collectively, the “TARP Exchange”).
Sample 1Sample 2
TARP Exchange. The United States Department of Treasury (the “Treasury”) holds (i) 303,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “TARP Preferred Stock”) and (ii) a warrant to purchase 6,437,677 shares of the Common Stock at an exercise price of $7.06 per share (the “TARP Warrant”). On the terms and subject to the conditions set forth in Exchange Agreement by and between the Company and Treasury dated as of the date hereof (the “TARP Exchange Agreement”), the Company intends to exchange the TARP Preferred Stock for Fixed Rate Cumulative Mandatorily Convertible Preferred Stock, Series C (the “Series C Shares” or “Series C Stock”), which shares the Company shall then convert into 378,750,000 shares of Common Stock (subject to adjustment as provided therein), and to amend the warrant held by Treasury dated December 5, 2008 to among other things reduce the exercise price thereof to $0.20 per share (collectively, the “TARP Exchange”).
Sample 1Sample 2
TARP Exchange. The United States Department of Treasury (“Treasury”) holds (i) 51,500 shares of FNB’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $10.00 per share and liquidation amount $1,000 per share (the “TARP Preferred Stock”), and (ii) a warrant, dated February 13, 2009, to purchase 2,207,143 shares of FNB Common Stock at an exercise price of $3.50 per share (the “TARP Warrant”). Subject to the approval of the Treasury, pursuant to an exchange agreement to be executed by the Treasury and FNB, FNB intends to (i) exchange the TARP Preferred Stock for shares of FNB Common Stock having an aggregate value (valuing FNB Common Stock at $0.16 per share) of the sum of (1) 25% of the aggregate liquidation preference of the TARP Preferred Stock and (2) 100% of the amount of accrued and unpaid dividends on the TARP Preferred Stock as of the Effective Time, and (ii) amend the TARP Warrant to, among other things, reduce the exercise price thereof to $0.16 per share (collectively, the “TARP Exchange”), each to occur simultaneously with the Investment Closing.
Sample 1Sample 2
AutoNDA by SimpleDocs
TARP Exchange. Treasury holds (i) 33,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “TARP Preferred Stock”) and (ii) a warrant, dated January 9, 2009, to purchase 82,363 shares of Common Stock at an exercise price of $60.10 per share (the “TARP Warrant”). Pursuant to an Exchange Agreement executed by the Treasury and the Company (the “Exchange Agreement”), the Company will exchange the TARP Preferred Stock and the TARP Warrant for the number of Common Shares specified in the definition of “Exchange Shares” in the Exchange Agreement (the “Converted Shares”), which, based on the Purchase Price, represents a discount of 73.25% of the aggregate liquidation amount of the TARP Preferred Stock plus 100% of the accrued but unpaid dividends thereon through the TARP Closing Date (collectively, the “TARP Exchange”), with the closing of the TARP Exchange to occur on the TARP Closing Date.
Sample 1
TARP Exchange. Treasury holds (i) 33,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “TARP Preferred Stock”) and (ii) a warrant, dated January 9, 2009, to purchase 82,363 shares of Common Stock at an exercise price of $60.10 per share (the “TARP Warrant”). Pursuant to an Exchange Agreement executed by the Treasury and the Company (the “Exchange Agreement”), the Company will exchange the TARP Preferred Stock and the TARP Warrant for the number of Common Shares specified in the definition of
Sample 1

Related to TARP Exchange

  • Shift Exchange The Employer and the Union agree that shift exchanges are a useful process to allow employees more flexibility and improved work/life balance. Employees within an institution who have the same job classification will be allowed to exchange full shifts for positions in which they are qualified. The shift exchange process will not be used to circumvent the bid system or the supervisory chain of command. Shift exchanges will be in accordance with the following:

  • The Exchange Subject to the terms and conditions of this Agreement, on the Closing Date (as hereinafter defined):

  • Tax Free Exchange As an accommodation to Buyer, Seller agrees to cooperate with Buyer to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Buyer shall give Seller notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Seller shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Seller shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Seller shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Buyer indemnifies and agrees to hold Seller and each Seller Related Party harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange. As an accommodation to Seller, Buyer agrees to cooperate with Seller to accomplish an I.R.C. Section 1031 like kind tax deferred exchange, provided that the following terms and conditions are met; (i) Seller shall give Buyer notice of any desired exchange not later than five (5) days prior to the Closing Date; (ii) Buyer shall in no way be liable for any additional costs, fees and/or expenses relating to the exchange; (iii) if, for whatever reason, the Closing does not occur, Buyer shall have no responsibility or liability to the third party involved in the exchange transaction, if any; and (iv) Buyer shall not be required to make any representations or warranties nor assume or incur any obligations or personal liability whatsoever in connection with the exchange transaction. Seller indemnifies and agrees to hold Buyer harmless from and against any and all causes, claims, demands, liabilities, costs and expenses, including attorneys’ fees, as a result of or in connection with any such exchange.

  • Optional Exchange (a) The terms and conditions, if any, of an Optional Exchange will be specified in the related Supplement; provided, however, that any right of Optional Exchange shall be exercisable only to the extent that the Depositor provides upon the Trustee's request an Opinion of Counsel that (i) such exchange would not be inconsistent with continued satisfaction of the applicable requirements for exemption under Rule 3a-7 (or other applicable rule or exemption) under the Investment Company Act of 1940, as amended, and all applicable rules, regulations and interpretations thereunder and (ii) such exchange would not affect the characterization of the Trust as a "grantor trust" under the Code. The terms of an Optional Exchange may include, but are not limited to, the following:

  • Recapitalizations, Exchanges, etc The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Common Stock, (ii) any and all shares of voting common stock of the Company into which the shares of Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the shares of Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.

  • Nasdaq Stock Market The Public Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory distribution, on The Nasdaq Stock Market (the “Nasdaq”), and the Company knows of no reason or set of facts that is likely to adversely affect such authorization.

  • New York Stock Exchange Listing Application has been made, and the Securities shall have been listed and admitted and authorized for trading, subject to official notice of issuance, on the New York Stock Exchange so that trading on such exchange will begin within 30 days after the date of this Agreement.

  • Shift Exchanges In no event shall any overtime be payable as a result of employees voluntarily exchanging shifts.

  • Nasdaq Until the consummation of a Business Combination, the Company will use its best efforts to maintain the listing of the Public Securities on Nasdaq or a national securities exchange acceptable to the Representative.

  • Stock Exchange Delisting Prior to the Closing Date, the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable Laws and rules and policies of the New York Stock Exchange to enable the delisting by the Surviving Corporation of the Shares from the New York Stock Exchange as promptly as practicable after the Effective Time and the deregistration of the Shares under the Exchange Act at the Effective Time.

Time is Money Join Law Insider Premium to draft better contracts faster.