Qualifying Preferred Stock definition
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.
Qualifying Preferred Stock means preferred stock of the Corporation that (i) rank pari passu with or junior to the Securities, (ii) are perpetual with no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, (iii) are Non-Cumulative Preferred Stock and (iv) either (a) whether by its terms or when taken together with any related transaction agreement, includes an Explicit Replacement Covenant or (b) includes a Mandatory Trigger Provision.
Qualifying Preferred Stock means any preferred stock of Parent if and to the extent that the terms of such preferred stock do not provide for any redemption, repurchase or other acquisition thereof (except a redemption, repurchase or other acquisition thereof at the option of Parent) prior to the date which is 30 days after the Termination Date or, after the occurrence of the Term Loan Conversion Date, after the Maturity Date.
Examples of Qualifying Preferred Stock in a sentence
The issuance and delivery of the Perpetual Preferred Stock Consideration pursuant to this Agreement does not contravene the rules and regulations of the stock exchange upon which the shares of the Acquiror Preferred Stock issued in the Qualifying Preferred Stock Issuance and the Perpetual Preferred Stock Consideration will be listed.
For the avoidance of doubt, if there is no Qualifying Preferred Stock Issuance, no Perpetual Preferred Stock Consideration will be issued.
Notwithstanding anything to the contrary in the Credit Documents, the Lenders hereby consent to (i) the redemption of the Senior Notes by the Borrower pursuant to a Qualifying Senior Notes Redemption, (ii) the payment of the Qualifying IPO Payment and (iii) the redemption by Holdings of all preferred stock of Holdings pursuant to a Qualifying Preferred Stock Redemption.
The shares of Acquiror Common Stock underlying the Convertible Preferred Stock Consideration shall have been listed on the NASDAQ, subject to official notice of issuance, and the Perpetual Preferred Stock Consideration, if any, shall have been listed on the stock exchange upon which the shares of Acquiror Preferred Stock issued in the Qualifying Preferred Stock Issuance are listed.
Notwithstanding anything to the contrary in the Credit Documents, the Lenders hereby consent to (i) the redemption of the Senior Notes by the Company pursuant to a Qualifying Senior Notes Redemption, (ii) the payment of the Qualifying IPO Payment and (iii) the redemption by Holdings of all preferred stock of Holdings pursuant to a Qualifying Preferred Stock Redemption.
More Definitions of Qualifying Preferred Stock
Qualifying Preferred Stock means Non-Cumulative Preferred Stock of the Corporation that (i) ranks pari passu with or junior to other preferred stock of the issuer, (ii) is perpetual with no prepayment obligation on the part of the issuer thereof, whether at the election of the holders or otherwise, and (iii) either (A) is subject to an Explicit Replacement Capital Covenant or (B) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the issuer thereof from paying any dividends thereon upon its failure to satisfy one or more financial tests set forth in the terms of such securities or related transaction agreements.
Qualifying Preferred Stock means the Corporation’s non-cumulative perpetual preferred stock that (i) ranks pari passu with or junior to the Corporation’s other preferred stock, (ii) as to which the transaction documents provide for no remedies as a consequence of non-payment of dividends other than Permitted Remedies, and (iii)(A) is subject to Intent-Based Replacement Disclosure and has a provision that prohibits the Corporation from making any distributions thereon upon the Corporation’s failure to satisfy one or more of the financial tests set forth therein, or (B) is subject to a Qualifying Replacement Capital Covenant.
Qualifying Preferred Stock means any issued and outstanding preferred stock of the Company with respect to which no mandatory redemption or repurchase is or could be required of the Company or any of its Subsidiaries prior to the Maturity Date.
Qualifying Preferred Stock means any class or series of non-convertible perpetual preferred stock that (i) has been issued by a corporation that has elected to be taxed as a REIT, (ii) has a fixed rate of distributions or dividends, (iii) has a fixed liquidation preference (and which entitles the holder thereof to no payments other than the payment of distributions at a fixed rate and the payment of a fixed liquidation preference), (iv) is listed on the New York Stock Exchange, (v) cannot be redeemed at the option of the issuer for the first five years after issuance of such class or series of preferred stock and that, at the Reset Date (or, if applicable, as of the date the calculation of the Weighted Average of Preferred Stock Dividend Yields is being made for purposes hereof in respect of such Reset Date) cannot be so redeemed and (vi) is issued by an issuer the unsecured debt of which has an average rating from ▇▇▇▇▇’▇ Investors Services, Inc., Standard & Poor’s Rating Services or Duff & ▇▇▇▇▇▇ Credit Rating Co. in a category that is one rating category below the average rating, as of such date, of the Previous General Partner’s unsecured debt.
Qualifying Preferred Stock means the Company’s non-cumulative perpetual Preferred Stock that (i) ranks pari passu with or junior to all other outstanding Preferred Stock, other than Preferred Stock that is issued or issuable pursuant to a stockholders’ rights plan or similar plan or arrangement, (ii) contains no remedies other than Permitted Remedies and (iii)(a) is redeemable, but is subject to Intent-Based Replacement Disclosure, and has a provision that provides for mandatory suspension of distributions upon its failure to satisfy one or more financial tests set forth therein or (b) is subject to a Qualifying Replacement Capital Covenant.
Qualifying Preferred Stock means the Company’s non-cumulative perpetual Preferred Stock that ranks pari passu with or junior to all of the Company’s other Preferred Stock, is perpetual and (a) is subject to a replacement capital covenant substantially similar to the Replacement Capital Covenant or an “Other Qualifying Capital Replacement Covenant”, as such term is defined in the Replacement Capital Covenant or (b) is subject to both (i) mandatory suspension of dividends in the event the Company breaches certain financial metrics specified within the offering documents for such Preferred Stock and (ii) “Intent-Based Replacement Disclosure”, as such term is defined in the Replacement Capital Covenant. Additionally, in both the case described in (a) and the described in (b) the transaction documents for such Preferred Stock shall provide for no remedies as a consequence of non-payment of distributions other than “Permitted Remedies,” as such term is defined in the Replacement Capital Covenant.
Qualifying Preferred Stock means preferred stock of the Corporation that (a) is Non-Cumulative, (b) ranks pari passu with or junior to all other outstanding preferred stock of the Corporation, (c) is perpetual and (d) is subject to either a replacement capital covenant substantially similar to this Replacement Capital Covenant or a Qualifying Replacement Capital Covenant or provides for mandatory deferral tied to the breach of certain financial triggers and is subject to Intent-Based Replacement Disclosure, and in each case as to which the transaction documents provide for no remedies as a consequence of non-payment of Distributions other than Permitted Remedies.