Ascent Share Distribution definition

Ascent Share Distribution means, solely in the event a Non-Ascent Restructuring Toggle does not occur, the issuance of the Ascent Shares to the Ascent Shareholders in exchange for Ascent’s contribution to the Reorganized Debtors, through the Merger, of the Net Cash Amount.
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Ascent Share Distribution means the issuance of shares of New Common Stock on the Plan Effective Date pursuant to the Merger, whereby the holders of Ascent’s issued and outstanding shares of common stock (including equity compensation award holders whose awards are accelerated and settled in such common stock) shall receive, in the aggregate, approximately 5.82% of the total shares of New Common Stock (assuming the Net Cash Amount is $23 million and the Ascent Share Distribution shall be adjusted to reflect the actual Net Cash Amount of up to $23 million at the Plan Effective Time by dividing the Net Cash Amount by $395,111,580) to be issued and outstanding as of the Plan Effective Date, subject to dilution by the Post-Emergence Incentive Plan with such shares to be allocated pro rata among such Ascent stockholders and equity compensation award holders pursuant to the Registration Statement.
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Examples of Ascent Share Distribution in a sentence

  • No Proceeding shall be pending or threatened by any Governmental Body or other Person that alleges that (i) any of the Specified Issuances is not exempt from the registration requirements of Section 5 of the Securities Act or (ii) the offer and sale of shares in the Ascent Share Distribution does not comply with the registration requirements of Section 5 of the Securities Act; provided that clause (ii) shall not apply if the Non-Ascent Restructuring Toggle has occurred.

  • Reorganized Monitronics shall not be obligated to register any shares of New Common Stock under the Securities Act, except as provided below with respect to the Ascent Share Distribution (if applicable) and as expressly provided in the Registration Rights Agreement.

  • Additionally, if the proposed U.S. position is based on giving consideration to changes in an existing U.S. national standard, the consensus process shall include U.S. national interests that are directly and materially affected by the U.S. national standard.

  • If a teacher testifies as a witness as a result of being subpoenaed, any compensation received from the court by the teacher shall be applied toward the expense of a substitute teacher.REFERENCE: 70 O.S. §6-104 PERSONAL LEAVETeachers shall be provided three (3) days of personal leave.

  • The Ascent Share Distribution will be adjusted to reflect the actual Net Cash Amount at the time of the Merger, and the actual percentage of the total shares of New Common Stock to be issued to Ascent’s shareholders as of the Effective Date will be calculated as the quotient (expressed as a percentage) of the actual Net Cash Amount of up to $23 million divided by $395,111,570.

  • No Proceeding shall be pending or threatened by any Governmental Body or other Person that alleges that (i) any of the Specified Issuances is not exempt from the registration requirements of Section 5 of the Securities Act or (ii) the offer and sale of shares in the Ascent Share Distribution does not comply with the registration requirements of Section 5 of the Securities Act; provided that clause(ii) shall not apply if the Non-Ascent Restructuring Toggle has occurred.

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  • The issuance of the Ascent Share Distribution (if applicable) shall be registered under the Securities Act pursuant to a Form S-4 registration statement to be initially filed with the SEC within five (5) Business Days following the Agreement Effective Date, by Monitronics.

  • The Ascent Share Distribution will be adjusted to reflect the actual Net Cash Amount of up to $23 million at the time of the Merger, and the actual percentage of the total shares of New Common Stock to be issued and outstanding as of the Effective Date will be calculated as follows: the quotient (expressed as a percentage) of the actual Net Cash Amount of up to $23 million divided by $395,111,570.

  • Case 19-33650 Document 18 Filed in TXSB on 07/01/19 Page 167 of 479 32 The offering and issuance of New Common Stock in the Ascent Share Distribution (if applicable) shall be registered under the Securities Act pursuant to the Form S-4 Registration Statement.

Related to Ascent Share Distribution

  • Per Share Stock Consideration has the meaning set forth in Section 3.01(a)(i).

  • SpinCo Common Stock means the common stock, par value $0.01 per share, of SpinCo.

  • Parent Stock Price means the average of the volume weighted averages of the trading prices of Parent Common Stock on the NYSE (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected by Parent and the Company in good faith) on each of the five (5) consecutive trading days ending on the trading day that is two (2) trading days prior to the Closing Date.

  • SpinCo Shares means the shares of common stock, par value $0.01 per share, of SpinCo.

  • Initial Share Price for a Share means the Closing Price on the Exchange (or where such Exchange does not announce or publish a Closing Price, the last traded price, or, if necessary, the mid-market price) for that Share on the Initial Valuation Date, subject to adjustments that may be made pursuant to “DESCRIPTION OF THE NOTES – Adjustments and Exceptional Circumstances”.

  • Parent Stock Plan has the meaning set forth in Section 6.2(a).

  • Five-Percent Shareholder means an individual or Entity whose Ownership Interest Percentage is greater than or equal to 5% or who would be treated as a “5-percent shareholder” under Section 382 of the Code and applicable Treasury Regulations;

  • Common Stock Consideration has the meaning set forth in Section 1.6(b).

  • Parent Stock Option means any option to purchase Parent Common Stock granted under any Parent Stock Plan.

  • Fully Adjusted Regular Purchase Share Limit means, with respect to any reorganization, recapitalization, non-cash dividend, stock split or other similar transaction from and after the date of this Agreement, the Regular Purchase Share Limit (as defined in Section 2(a) hereof) in effect on the applicable date of determination, after giving effect to the full proportionate adjustment thereto made pursuant to Section 2(a) hereof for or in respect of such reorganization, recapitalization, non-cash dividend, stock split or other similar transaction.

  • Restricted Stock Purchase Right means a right to purchase Stock granted to a Participant pursuant to Section 8.

  • Newco Common Stock means the common stock, par value $.01 per share, of Newco.

  • Share Exchange Event shall have the meaning specified in Section 14.07(a).

  • Dividend Shares means the shares of Common Stock issuable in payment of dividends payable on the Preferred Shares in accordance with the terms of the Certificate of Designation.

  • Stock Purchase Right means a right to purchase Common Stock pursuant to Section 11 below.

  • Common Share Price means the volume weighted average closing price of the Common Stock (as reported by the Primary Exchange on which the Common Stock is then traded) for the ten (10) trading days immediately preceding the date on which the determination is made (or, if such price is not available, as determined in good faith by the Board of Directors).

  • Per Share Merger Consideration has the meaning set forth in Section 3.1(a).

  • Parent Stock Plans has the meaning set forth in Section 4.5(a).

  • Amalco Common Shares means the common shares in the capital of Amalco;

  • Incentive Share Option means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Parent Shares means the shares of common stock, par value $1.00 per share, of Parent.

  • 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.

  • Initial Merger Consideration has the meaning set forth in Section 2.2(a).

  • Deferred Shares means an award made pursuant to Section 7 of this Plan of the right to receive Common Shares at the end of a specified Deferral Period.

  • Stock Election Shares shall have the meaning set forth in Section 3.2.1.