Reorganized Berry EIP Equity definition

Reorganized Berry EIP Equity means the stock and options in Reorganized Berry HoldCo to be issued in connection with the Reorganized Berry Employee Incentive Plan and subject to the terms of the Reorganized Berry Employee Incentive Plan Agreements.
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Examples of Reorganized Berry EIP Equity in a sentence

  • The Berry Debtors recommend that potential recipients of Reorganized Berry Common Stock and Reorganized Berry EIP Equity consult their own counsel concerning their ability to freely trade such securities without compliance with the federal law and any applicable state Blue Sky Law.

  • The Berry Debtors further believe that the offer and sale of Reorganized Berry Common Stock and Reorganized Berry EIP Equity pursuant to the Plan is, and subsequent transfers by the Holders thereof that are not “underwriters” (as defined in section 2(a)(11) of the Securities Act and in the Bankruptcy Code) will be, exempt from federal and state securities registration requirements under various provisions of the Securities Act, the Bankruptcy Code, and any applicable state Blue Sky Law.

  • Whether any particular Person would be deemed to be an “underwriter” (including whether the Person is a “Controlling Person”) with respect to the Reorganized Berry Common Stock and Reorganized Berry EIP Equity would depend upon various facts and circumstances applicable to that Person.

  • Given the complex nature of the question of whether a particular person may be an underwriter and other issues arising under applicable securities laws, accordingly, the Berry Debtors express no view as to whether any Person would be deemed an “underwriter” with respect to the Reorganized Berry Common Stock and Reorganized Berry EIP Equity.

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  • Daniel Welch: 3589Contact us:Base Information: 2000Public Affairs Office: 3651 or 3596 From the continental United States: Commercial: 011-53-99-3651DSN: 660-3651 Cover Photo By:Navy Petty Officer 2nd Class Robert ClowneyOnline:www.jtfgtmo.southcom.mil T h e P u b l i c A f f a i r s O f f i c e JointTaskForce-Guantanamo, produces The Wire, which is printed under the provisions of Department of Defense Instruction 5120.4JTF-GTMOCommander:Navy Rear Adm.

  • Under certain circumstances, Holders of Reorganized Berry Common Stock and Reorganized Berry EIP Equity who are deemed to be “underwriters” may be entitled to resell their Reorganized Berry Common Stock and Reorganized Berry EIP Equity pursuant to the limited safe harbor resale provisions of Rule 144 of the Securities Act.

  • Resales of Reorganized Berry Common Stock and Reorganized Berry EIP Equity by Entities deemed to be “underwriters” (which definition includes “Controlling Persons”) are notexempted by section 1145 of the Bankruptcy Code from registration under the Securities Act or other applicable law.

  • Reorganized Berry EIP Equity will also be distributed under Reorganized Berry’s Employee Incentive Plan.

  • Holders of Allowed Berry General Unsecured Claims, in turn, will receive their Pro Rata share of 17.7 percent of the Reorganized Berry Common Stock, after allocation and reservation for the Reorganized Berry EIP Equity (the “Reorganized Berry Common Stock/General Distribution”).

Related to Reorganized Berry EIP Equity

  • Reorganized Company means the Company, as reorganized pursuant to and under the Plan, on and after the Effective Date, or any successor or assign thereof.

  • Reorganized Debtors means the Debtors on and after the Effective Date.

  • Reorganized Debtor means a Debtor, or any successor or assign thereto, by merger, consolidation, reorganization, or otherwise, in the form of a corporation, limited liability company, partnership, or other form, as the case may be, on and after the Effective Date.

  • Reorganized means, with respect to the Debtors, any Debtor or any successor thereto, by merger, consolidation or otherwise, on or after the Effective Date.

  • Capital Stock Sale Proceeds means the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company from the issuance or sale (other than to a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or the Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, initial purchasers’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with the issuance or sale and net of taxes paid or payable as a result thereof.

  • Stock Acquisition Date means the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has become such.

  • Parent Equity Plans means all employee and director equity incentive plans of Parent and agreements for equity awards in respect of Parent Common Stock granted under the inducement grant exception.

  • Equity Plans meanss the stock option and incentive plans adopted and maintained by the Company from time to time.

  • New Equity Interests means the limited liability company

  • New Equity means the common equity interests in Reorganized Neiman to be authorized, issued, or reserved on the Effective Date pursuant to the Plan.

  • Parent Equity Plan shall have the meaning set forth in Section 4.6.

  • Subsidiary Debtors means, collectively, Congoleum Sales, Inc. and Congoleum Fiscal, Inc.

  • Company Equity Plans means the Company’s 1994 Stock Option Plan, 1998 Stock Option Plan, 2000 Stock Option Plan, 2003 Equity Incentive Plan and 2005 Equity Incentive Plan, each as may be amended from time to time, and any stock option agreements, award notices, stock purchase agreements or other agreements or instruments executed and delivered pursuant thereto.

  • Working Capital Shares shall have the meaning given in the Recitals hereto.

  • Company Cash means all cash and cash equivalents of the Company (including marketable securities and short-term investments), in each case determined in accordance with GAAP.

  • Performing Cash Pay Mezzanine Investments means Mezzanine Investments (a) as to which, at the time of determination, not less than 2/3rds of the interest (including accretions and “pay-in-kind” interest) for the current monthly, quarterly, semi-annual or annual period (as applicable) is payable in cash and (b) which are Performing.

  • Company Equity Plan means any management equity or stock option or ownership plan or any other management or employee benefit plan of the Company or any Subsidiary of the Company.

  • Subsidiary Equity Interests has the meaning specified in Section 5.6.

  • Excluded Capital Stock means:

  • Qualifying Capital Securities means securities (other than Common Stock, Rights to acquire Common Stock or securities exchangeable for or convertible into Common Stock) that, in the determination of the Corporation’s Board of Directors (or a duly authorized committee thereof) reasonably construing the definitions and other terms of this Replacement Capital Covenant, meet one of the following criteria:

  • Retired Capital Stock shall have the meaning provided in Section 10.5(b)(2).

  • Performing Non-Cash Pay Mezzanine Investments means Performing Mezzanine Investments other than Performing Cash Pay Mezzanine Investments.

  • Interim Capital Transactions means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness and sales of debt securities (other than Working Capital Borrowings and other than for items purchased on open account in the ordinary course of business) by any Group Member; (b) sales of equity interests by any Group Member (including the Common Units sold to the Underwriters pursuant to the exercise of their over-allotment option); and (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements.

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

  • Spinoff means a transaction in which the Transferor Plan transfers only part of its assets and/or liabilities to the Transferee Plan. The Transferee Plan may be a New Plan that is created in the Spinoff, or it may be a preexisting plan that simply receives part of the assets and/or liabilities of the Transferor Plan.

  • Deferred Intercompany Transaction has the meaning set forth in Treas. Reg. Section 1.1502-13.