Examples of Holding Company Preferred Stock in a sentence
The Certificates of Incorporation and By-Laws of New Holding Company shall prohibit issuance of the New Holding Company Preferred Stock earlier than six (6) months subsequent to the Effective Date, and in any case only upon approval by a 2/3 majority of the board of directors of New Holding Company.
On the Effective Date, New Holding Company will authorize twenty million (20,000,000) shares of New Holding Company Preferred Stock for future issuance upon terms to be designated from time to time by the board of directors of New Holding Company following the Effective Date.
At the Effective Time, each share of Bank Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall automatically, by operation of law, be converted into and shall become one share of fully paid non-assessable Holding Company Preferred Stock having the rights, preferences, privileges and other terms set forth in the form of Certificate of Designation of the Holding Company attached as Exhibit A hereto.
As more fully described in the section entitled "The LIPA Transaction-Agreement and Plan of Merger," as described in the Joint Proxy Statement/Prospectus dated June 27, 1997, LILCO will transfer the Transferred Assets to subsidiaries of the Holding Company in exchange for shares of the Holding Company common stock and up to $75 million face amount of Holding Company Preferred Stock.
At the Effective Date, the Holding Company will have an authorized capital stock consisting of 30,000,000 common shares, par value $1.00 per share (the "Holding Company Common Stock"), of which one share is issued and outstanding and is owned by Oglebay Norton, and 5,000,000 shares of preferred stock, without par value (the "Holding Company Preferred Stock").
Any consummation of a Holding Company Transaction, unless as a result of the Holding Company Transaction each share of Designated Preferred Stock shall be converted into or exchanged for one share with an equal liquidation preference of preference securities of the Issuer or the Acquiror (the "Holding Company Preferred Stock").
Any and all approvals or consents from the OTS and any other governmental agency having jurisdiction, and any other third parties that are, in the opinion of legal counsel for the Bank, required for the lawful consummation of the Merger and the issuance and delivery of Holding Company Common Stock and Holding Company Preferred Stock as contemplated by this Reorganization Agreement shall have been obtained and shall not have been revoked.
All shares of Holding Company Common Stock and Holding Company Preferred Stock into which shares of Bank Common Stock and Bank Preferred Stock shall have been converted, respectively, pursuant to this Article II shall be deemed to have been issued in full satisfaction of all rights pertaining to such converted shares.
Based on the foregoing, it is our opinion that the shares of Holding Company Common Stock and Holding Company Preferred Stock to be issued upon consummation of the Merger pursuant to and in accordance with the Agreement will upon such consummation be duly authorized, validly issued, fully paid and non-assessable.
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