Exchange Preferred Shares definition

Exchange Preferred Shares means 2,902.33 shares of Preferred Stock held by the Purchaser, which represent the Vested Preferred Shares for which the aggregate liquidation preference of $2,902,563 and the Accrued Dividends (as defined in the Certificate of Incorporation) in respect thereof of $1,055,932 as of the date hereof equals the Exchange Common Share Value.
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Exchange Preferred Shares means the shares of Exchange Preferred Stock to be issued upon exchange of the Convertible Preferred Stock or Common Stock Owned by the Investors in excess of 45% of the Common Stock (on an as converted basis) on the terms and conditions set forth in Section 8.7(b) of this Agreement.
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Exchange Preferred Shares has the meaning set forth in the Exchange Agreement.
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Examples of Exchange Preferred Shares in a sentence

  • Those sales (if any) may be made at any time and at any price and none of the Trust, the Indenture Trustee or TCPL will be subject to any liability for failing to sell such TCPL Exchange Preferred Shares on behalf of any such Ineligible Persons or at any particular price on any particular day.

  • In those circumstances, the Indenture Trustee will hold all TCPL Exchange Preferred Shares that would otherwise be delivered to the Ineligible Persons and will deliver such shares to a broker retained by TCPL for the purpose of effecting the sale (to parties other than TCPL, its Affiliates or any Ineligible Persons) on behalf of such Ineligible Persons.

  • The net proceeds received by the Indenture Trustee from the sale of any such TCPL Exchange Preferred Shares will be divided among the Ineligible Persons in proportion to the number of TCPL Exchange Preferred Shares (including fractional shares, if applicable) that would otherwise have been delivered to them, after deducting the costs of sale and any applicable withholding taxes.

  • In those circumstances, TCPL shall issue to the Trustee, and the Trustee shall hold, all TCPL Exchange Preferred Shares (including fractional shares, where applicable) that would otherwise be delivered to the Ineligible Persons, and the Trustee shall deliver such shares to a broker retained by TCPL for the purpose of effecting the sale (to Persons other than TCPL, its Affiliates and other Ineligible Persons) on behalf of such Ineligible Persons of such TCPL Exchange Preferred Shares.

  • The trial court found that any error founded on Geis’s letter was cured when defendant was told in open court that it was possible he could receive a sentence much greater than 25 years.

  • The net proceeds received by the Trustee from the sale of any such TCPL Exchange Preferred Shares shall be divided, in accordance with the Share Exchange Agreement, among the Ineligible Persons in proportion to the number of TCPL Exchange Preferred Shares that would otherwise have been delivered to them, after deducting the costs of sale and any applicable withholding taxes.

  • The Indenture Trustee will make payment of the aggregate net proceeds to the Clearing Agency (if the TCPL Exchange Preferred Shares are then held in the Book-Entry System) or to the registrar or transfer agent (in all other cases) for distribution to such Ineligible Persons in accordance with the customary practice and procedures of the Clearing Agency or otherwise.

  • Upon delivery of the Exchange Preferred Shares to the Company in accordance with this Agreement, the Exchange Preferred Shares shall be cancelled, shall revert to authorized but unissued shares of preferred stock of the Company undesignated as to series and shall not be reissued as shares of CPP Preferred Stock, TIP Preferred Shares or Guarantee Preferred Stock, as applicable.

  • The Note Holders acknowledge that the Company has not yet issued any shares of preferred stock comparable to the Exchange Preferred Shares, and there can be no assurance that any such shares will be issued by the Company in an offering or that a liquid market will develop for the Exchange Preferred Shares.

  • For the avoidance of doubt, the Note Holders are not obligated to exchange their Exchange Preferred Shares for shares of Public Preferred Stock, but the Note Holders will not have any registration rights with respect to the Exchange Preferred Shares (and will have registration rights with respect to preferred stock only if the Note Holders exchange all of their Exchange Preferred Shares for shares of Public Preferred Stock).


More Definitions of Exchange Preferred Shares

Exchange Preferred Shares has the meaning set forth in the Preferred Stock Registration Rights Agreement.
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Exchange Preferred Shares has the meaning set forth in Section 2.01(c).
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Related to Exchange Preferred Shares

  • Series E Preferred Shares means the Series E 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 D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

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

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

  • Series B Preferred Shares means the Series B 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.

  • Safe Preferred Stock means the shares of the series of Preferred Stock issued to the Investor in an Equity Financing, having the identical rights, privileges, preferences and restrictions as the shares of Standard Preferred Stock, other than with respect to: (i) the per share liquidation preference and the initial conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the basis for any dividend rights, which will be based on the Conversion Price.

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

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

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

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

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

  • Series C Preferred Stock means shares of the Company’s Series C 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.

  • Series A-1 Preferred Shares means the Company’s series A-1 preferred shares, par value US$0.00001 per share.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

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

  • Series A Preference Shares means the Series A Preference Shares of £0.05 each in the capital of the Company.

  • 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.

  • 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.

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

  • Class A Preferred Stock means the Company's Class A Convertible Preferred Stock, par value $.01 per share.

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

  • Series D Preferred means the Series D Convertible Preferred Stock of the Company, par value $.01 per share.