Restricted Preferred Stock definition

Restricted Preferred Stock means (i) all preferred stock which (a) is subject to purchase, retirement, redemption, exchange or conversion (other than exchange for or conversion to common stock of the Company), in whole or in part under any circumstance whatsoever (other than purchase, retirement, redemption, exchange or conversion by the issuer thereof, at the sole option of such issuer, if failure to exercise such option would not have an adverse effect on the Company or any Subsidiary pursuant to the terms of any such preferred stock or any documents related thereto) and (b) provides for dividends materially in excess of the generally prevailing market dividend rate (at the time of issuance of such preferred stock) for preferred stock of comparable risk and maturity, and (ii) the portion of all other preferred stock which is subject to purchase, retirement, redemption, exchange or conversion (other than exchange for or conversion to common stock of the Company) at any date or dates on or prior to March 31, 2003 under any circumstance whatsoever (other than purchase, retirement, redemption, exchange or conversion by the issuer thereof, at the sole option of such issuer, if failure to exercise such option would not have an adverse effect on the Company or any Subsidiary pursuant to the terms of any such preferred stock or any documents related thereto). For avoidance of doubt, to the extent that any shares of Restricted Preferred Stock are exchanged for or converted to common stock of the Company and as a consequence such shares of Restricted Preferred Stock are cancelled, such shares shall no longer constitute Restricted Preferred Stock.

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Restricted Preferred Stock means the Series B Preferred Stock of the Company purchased by the Purchaser pursuant to the Stock Purchase Agreement or any other securities of the Company or any other Person issued with respect to such Series B Preferred Stock by way of a conversion, exchange, replacement, stock dividend or stock split or other distribution in connection with a combination of shares, conversion exchange, replacement, recapitalization, merger, consolidation or other reorganization or otherwise, so long as they are subject to the Transfer Restriction.

Restricted Preferred Stock means any Preferred Stock that is subject -------------------------- to required repayment (other than payment of dividends and distributions), redemption, repurchase, retirement, exchange for debt or Restricted Preferred Stock or conversion into debt or Restricted Preferred Stock, at the option of the holder or any other Person or at a fixed or determinable date or dates, whether by operation of a sinking fund or otherwise, or otherwise upon the occurrence of a condition not within the control of the issuer.

Examples of Restricted Preferred Stock in a sentence

Upon consummation of the Exchange Offer in accordance with this Section 2, the Company shall have no further obligation to register Transfer Restricted Preferred Stock (other than Private Exchange Preferred Stock and other than in respect of any Exchange Preferred Stock as to which clause 2(c)(v) hereof applies) pursuant to Section 3 hereof.
If any of the Transfer Restricted Preferred Stock covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Preferred Stock included in such offering and reasonably acceptable to the Company.
The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given, otherwise than with the prior written consent of the Holders of not less than a majority in aggregate principal amount of the then outstanding Transfer Restricted Preferred Stock.
Any such separate firm for the Participants and such control Persons of Participants shall be designated in writing by Participants who sold a majority in interest of Transfer Restricted Preferred Stock and Exchange Preferred Stock sold by all such Participants and any such separate firm for the Company, its directors, their officers and such control Persons of the Company shall be designated in writing by the Company.
No Holder of Transfer Restricted Preferred Stock may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Preferred Stock on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.
Notwithstanding the provisions of this Section 7, in no event shall a Participant be required to contribute any amount in excess of the amount by which proceeds received by such Participant from sales of Transfer Restricted Preferred Stock or Exchange Preferred Stock, as the case may be, exceeds the amount of any damages that such Participant has otherwise been required to pay or has paid by reason of such untrue or alleged untrue statement or omission or alleged omission.
The Company has not entered, as of the date hereof, and the Company shall not, after the date of this Agreement, enter into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Transfer Restricted Preferred Stock in this Agreement or otherwise conflicts with the provisions hereof.
The Company shall as promptly as reasonably practicable file with the SEC a Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415 covering all of the Transfer Restricted Preferred Stock (the "Shelf Registration").
A certificate shall be issued in the name of the Participant with respect to the shares of Restricted Common Stock and Restricted Preferred Stock granted pursuant to the Award.
The Company shall not permit any securities other than the Transfer Restricted Preferred Stock to be included in the Shelf Registration, except to the extent that the Company is unable to obtain waivers of registration rights from the persons listed on Schedule A, which the Company shall use its best efforts to obtain.

More Definitions of Restricted Preferred Stock

Restricted Preferred Stock means the Preferred Stock included in any Restricted Stock Award.

Restricted Preferred Stock means any Preferred Stock that is subject to required repayment (other than payment of dividends and distributions), redemption, repurchase, retirement, exchange for Debt or Restricted Preferred Stock or conversion into Debt or Restricted Preferred Stock prior to June 30, 2002, at the option of the holder or any other Person or at a fixed or determinable date or dates prior to June 30, 2002 (other than pursuant to the exercise of an option to redeem by the issuer, if the failure to exercise such option could not reasonably be expected to have a Material Adverse Effect), whether by operation of a sinking fund or otherwise, or otherwise upon the occurrence of a condition not within the control of the issuer.