Preferred Stock Sale definition

Preferred Stock Sale means, as part of the Spin-Off: (a) following the Contribution but before the Reorganized TCEH Conversion, the formation of the Preferred Stock Entity by TCEH and the contribution by Reorganized TCEH of the equity in the Contributed TCEH Debtors (or, potentially, certain assets or joint interests in certain assets as agreed upon by EFH Corp., the Plan Sponsors, and the TCEH Supporting First Lien Creditors, in accordance with the Plan Support Agreement, as applicable), to the Preferred Stock Entity (such contribution to the Preferred Stock Entity of such equity and, potentially such assets, in an amount that is expected to result in the Basis Step-Up) in exchange for the Preferred Stock Entity’s (i) common stock and (ii) the Reorganized TCEH Sub Preferred Stock; (b) immediately thereafter, and pursuant to a prearranged and binding agreement, the sale by Reorganized TCEH of all of the Reorganized TCEH Sub Preferred Stock to one or more third party investors in exchange for Cash; provided, however, that Holders of TCEH First Lien Claims shall not be permitted to purchase the Reorganized TCEH Sub Preferred Stock; and (c) Reorganized TCEH shall distribute such Cash to TCEH to fund recoveries under the Plan.
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Preferred Stock Sale has the meaning set forth in the Recitals.
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Preferred Stock Sale is defined in the third recital.
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Examples of Preferred Stock Sale in a sentence

  • Pursuant to the Preferred Stock Sale, gain will be triggered in an amount not in excess of, and in order to achieve, the Basis Step-Up.

  • EFH2 should not recognize gain for U.S. federal income tax purposes as a result of the Contribution or the Reorganized TCEH Conversion other than gain recognized pursuant to the transfer of assets to the Preferred Stock Entity and the Preferred Stock Sale.

  • Under the Preferred Stock Sale, the Preferred Stock Entity will be authorized to issue a certain number of shares of Reorganized TCEH Sub Preferred Stock, the terms of which shall be consistent with the description of the preferred stock contained in the IRS Submissions previously filed by the Debtors (unless otherwise consented to by the Debtors, the Plan Sponsors and the TCEH Supporting First Lien Creditors (such consent not to be unreasonably withheld, delayed, or conditioned)).

  • The Intervenors continue that after the Preferred Stock Sale, TCEH transferred additional TCEH assets and the Preferred Stock Entity’s common stock to Reorganized TCEH in exchange for Reorganized TCEH’s common stock, TRA Rights, and the assumption by Reorganized TCEH of the New TCEH DIP Facility (as defined in the New Plan).

  • However, the Preferred Stock Sale is not a sale of Collateral but rather a sale of control.

  • After the Spin-Off Preferred Stock Sale, the new company converts from a Delaware limited liability company to a Delaware corporation.5. Immediately following the Spin-Off Preferred Stock Sale, Reorganized TCEH converts from a Delaware limited liability company into a Delaware corporation (the “Reorganized TCEH Conversion”).6.

  • The TCEH Debtors shall fund distributions under the Plan, as applicable, with: (1) Cash on hand at the TCEH Debtors; (2) the Cash proceeds of the New Reorganized TCEH Debt and the Preferred Stock Sale; (3) the Reorganized TCEH Common Stock; (4) the Rights; and (5) the Reorganized EFH Common Stock.

  • After introduction of online submission of returns system consequent upon amendment to Rule 45 of MCDR, 1988 vide notification No. 75(E), dated 9th February, 2011, the mine owners have commenced submission of monthly and annual returns online.

  • As of the Record Date, the Company had not amended the terms of the Preferred Stock Sale to include these redemption provisions.

  • Preferred Stock Sale Option AgreementConcurrently with the execution and delivery of the Registration Rights and Lock-Up Agreement, on August 5, 2022, Tailwind and the Anzu SPVs entered into that certain Sale Option Agreement (as amended on November 22, 2022, November 28, 2022 and as may be further amended from time to time, the “Sale Option Agreement”).


More Definitions of Preferred Stock Sale

Preferred Stock Sale means the transaction under which: (a) the Debtors form the Preferred Stock Entity and contribute the equity of the Contributed TCEH Debtors (or potentially, certain assets or joint interests in certain assets) to the Preferred Stock Entity in exchange for the Preferred Stock Entity’s common stock and the New Reorganized TCEH Sub Preferred Stock; and (b) Reorganized TCEH sells the New Reorganized TCEH Sub Preferred Stock to a third-party investor for Cash, as described more fully in Article IV.B.2 of the Plan.
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Preferred Stock Sale has the meaning set forth in the recitals to this Agreement.
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Preferred Stock Sale means a Transfer of all of the issued and outstanding shares of Series A Preferred Stock to any Person (other than to the Company or a related person of the Company as defined by Section 351(g)(3)(B) of the Internal Revenue Code of 1986, as amended or to the IPC Group or any of its Affiliates).
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Preferred Stock Sale shall have the meaning assigned to such term in Subsection 6.17(a) hereof.
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Preferred Stock Sale means the issue and sale of 1,000,000 shares of Series A Preferred Stock of APC to AP-AMH Medical Corporation (“AP-AMH”) pursuant to that certain Series A Preferred Stock Purchase Agreement dated the date hereof (the “Preferred Stock Purchase Agreement”).
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Preferred Stock Sale means the following transactions that took place immediately after the Preferred Stock Entity Conversion: (i) AssetCo contributed certain assets to the Preferred Stock Entity in exchange for all of the Preferred Stock Entity’s common stock and preferred stock; (ii) immediately thereafter, and pursuant to that certain Preferred Stock Purchase Agreement, dated September 26, 2016, by and between AssetCo and the investors listed therein, AssetCo sold all of the Preferred Stock Entity’s preferred stock to such investors; and (iii) AssetCo distributed the cash proceeds of such sale to its direct and indirect parent entities.
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Related to Preferred Stock Sale

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

  • Series B-1 Preferred Stock means shares of the Company’s Series B-1 Preferred Stock, par value $0.001 per share.

  • Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.

  • Preferred Stock as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

  • Series B Preferred Stock means shares of the Company’s Series B Preferred Stock, par value $0.00001 per share.

  • Series D Preferred Stock means shares of the Company’s Series D Preferred Stock, par value $0.00001 per share.

  • Company Series A Preferred Stock means the Series A Preferred Stock, par value $0.0001 per share, of the Company.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

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

  • Series A Preferred Stock means shares of the Company’s Series A Preferred Stock, par value $0.00001 per share.

  • Company Series C Preferred Stock means the Series C Preferred Stock, par value $0.0001 per share, of the Company.

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

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

  • Series E Preferred Stock means the Series E Preferred Stock, par value $0.001, of the Company.

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

  • 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 A Stock means the Company's Series A Convertible Redeemable Preferred Stock, par value $.005 per share.

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

  • Preferred Shares means shares of Series A Junior Participating Preferred Stock, par value $.01 per share, of the Company having the rights and preferences set forth in the Form of Certificate of Designations attached to this Agreement as Exhibit A.

  • Qualified Preferred Stock means any preferred capital stock of Holdings or the Lead Borrower so long as the terms of any such preferred capital stock (x) do not contain any mandatory put, redemption, repayment, sinking fund or other similar provision prior to the 91st day after the Latest Maturity Date at as of the date such Qualified Preferred Stock was issued other than (i) provisions requiring payment solely (or with provisions permitting Holdings or the Lead Borrower, as applicable, to opt to make payment solely) in the form of common Equity Interests or Qualified Preferred Stock of Holdings or the Lead Borrower, as applicable, or any Equity Interests of any direct or indirect Parent Company of Holdings or the Lead Borrower, as applicable, (ii) provisions requiring payment solely as a result of a change of control or asset sale, so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale are subject to the payment in full of all Obligations in cash (other than unasserted contingent indemnification obligations) or such payment is otherwise permitted by this Agreement (including as a result of a waiver or amendment hereunder) and (iii) with respect to preferred capital stock issued to any plan for the benefit of employees of Holdings or the Lead Borrower, as applicable, or its Subsidiaries or by any such plan to such employees, provisions requiring the repurchase thereof in order to satisfy applicable statutory or regulatory obligations and (y) give Holdings or the Lead Borrower the option to elect to pay such dividends or distributions on a non-cash basis or otherwise do not require the cash payment of dividends or distributions at any time that such cash payment is not permitted under this Agreement or would result in a Default or Event of Default hereunder.

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

  • 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.

  • Series G Preferred Stock means the Corporation's Series G Convertible Preferred Stock, par value $0.004 per share.

  • Series D Preferred means the Corporation's Series D Convertible Preferred Stock, par value $.002 per share.

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

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.