Restructuring Shares definition

Restructuring Shares shall have the meaning as set forth in the Recitals.
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Restructuring Shares means the ordinary shares representing on a primary basis (excluding the shares issuable under the new management share option plan set forth in the Term Sheet and upon exercise of the Warrants) 91% of the issued ordinary share capital of the Company (or another company/companies within the Company's group of companies which is/are acceptable to the Committee) immediately following the Financial Restructuring Consummation.
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Restructuring Shares means up to 47,500,000 shares of Common Stock issuable to holders of Notes pursuant to the Financial Restructuring.
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Examples of Restructuring Shares in a sentence

  • Pursuant to the February 2020 Exchange Agreement and Fourth Amendment, the Borrower may, at Borrower’s option pay the Restructuring Fee (as defined in the February 2020 Exchange Agreement and Fourth Amendment) through the issuance of the Fourth Amendment Restructuring Shares (as defined in the February 2020 Exchange Agreement and Fourth Amendment).

  • The Consenting Creditors acknowledge that the Consenting Creditors must bear the economic risk of their respective investments in the Restructuring Shares and New Notes for an indefinite period of time since the Restructuring Shares and New Notes have not been registered under the 1933 Act and therefore cannot be sold unless they are subsequently registered or an exemption from registration is available.

  • Bus shall prevent any distribution of capital or profits by a member of the Group except to its 100% holding company or to all holders of Restructuring Shares in proportion to their holdings or Restructuring Shares and on identical terms.

  • Upon the date on which the Restructuring is completed by the issue of Restructuring Shares, and prior to the distribution of any Restructuring Shares to Consenting Noteholders or to the Controlling Shareholders, all Consenting Noteholders and the Controlling Shareholders shall enter into a new shareholders agreement in the agreed form (the “Shareholders’ Agreement”).

  • The approval of holders of the requisite number of the shares of Wyndham Common Stock outstanding on the Record Date for the Stockholders Meeting shall have been received for (i) the issuance of the Shares, the Restructuring Shares and the shares of Wyndham Common Stock issuable upon conversion of the Shares, (ii) the Pairing Termination, and (iii) the Wyndham Charter Amendment, in accordance with the requirements of the DGCL and the rules of the NYSE (the "Wyndham Stockholder Approval").

  • The exchange of the Notes for the Restructuring Shares will be implemented through the Restructuring Steps as described herein (including, without limitation, approval by the Current Shareholders at meetings of the Company’s shareholders of all necessary resolutions relating to the Restructuring).

  • The Subscriber will subscribe for the Restructuring Shares and shall be obliged to apply for all necessary permits to either the Polish SEC or other regulatory agency in connection with the subscription for the Restructuring Shares and the issuance and delivery to it of the Rights to Restructuring Shares and the re-distribution of the Rights to the Restructuring Shares among the Assigning Claim Holders.

  • As long as any Holder owns Series C Preferred Stock, Series D Preferred Stock, Conversion Shares or Restructuring Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act.

  • Borrower is required to file a Listing of Additional Shares notification with Nasdaq to cover the shares of Common Stock underlying the Warrants, the Fourth Amendment Restructuring Shares and any shares issuable pursuant to the conversion rights set forth in the First Out Waterfall Notes and the Second Lien Notes.

  • Each Consenting Noteholder acknowledges that each of them must bear the economic risk of their respective investments in the Restructuring Shares for an indefinite period of time since the Restructuring Shares have not been registered under the 1933 Act and therefore cannot be sold unless they are subsequently registered or an exemption from registration is available.


More Definitions of Restructuring Shares

Restructuring Shares shall have the meaning ascribed to it in the Restructuring Agreement;
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Restructuring Shares means the shares of Common Stock issued to the Investors pursuant to Section 1(a) of the Restructuring Agreement.
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Restructuring Shares means the shares in Bus to be issued to the Restructuring Shareholders and to Holding AB following the increase in Bus’ authorised share capital and completion of the Restructuring.
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Related to Restructuring Shares

  • Restructuring Transactions means the transactions described in Article IV.B of the Plan.

  • Restructuring Transaction means a tax free distribution under section 355 of the internal revenue code and includes tax free transactions under section 355 of the internal revenue code that are commonly referred to as spin offs, split ups, split offs, or type D reorganizations.

  • Reorganization Securities has the meaning set forth in Section 6.9 hereof.

  • Exchange Transaction means an exchange of Units for Common Units pursuant to, and in accordance with, the Exchange Agreement or, if the Issuer and the exchanging Limited Partner shall mutually agree, a Transfer of Units to the Issuer, the Partnership or any of their subsidiaries for other consideration.

  • Restructuring Transactions Memorandum means a document, to be included in the Plan Supplement, that sets forth the material components of the Restructuring Transactions and a description of the steps to be carried out to effectuate the Restructuring Transactions in accordance with the Plan, including the reorganization of the Debtors and issuance of the New Valaris Equity, through the Chapter 11 Cases, the Plan, or any Implementation Mechanism (including, in the United Kingdom, through the Administration).

  • Restructuring Support Agreement means that certain Restructuring Support Agreement, dated as of August 18, 2020, by and among the Debtors and the Consenting Noteholders, and the other parties who signed the signature pages thereto, including all exhibits and attachments thereto.

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Restructuring Period means, whether or not there are Rated Securities at the time a Restructuring Event occurs, the period of 45 days starting from and including the day on which that Restructuring Event occurs.

  • Sale Transaction has the meaning set forth in Section 3(a).

  • Exempt Transactions means the transactions described in the section hereof titled “Exempt Transactions.”

  • Roll-Up Transaction means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Restructuring Documents means, collectively, the documents and agreements (and the exhibits, schedules, annexes and supplements thereto) necessary to implement, or entered into in connection with, this Plan, including, without limitation, the Plan Supplement, the Exhibits, the Plan Schedules, the Amended/New Organizational Documents, the Exit Facility Loan Documents, and the Plan Securities and Documents.

  • 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 the 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.

  • Restructuring Agreement shall have the meaning set forth in the recitals.

  • Private Placement Transaction means a “limited offering” as defined from time to time in Rule 17j-l under the 1940 Act or any applicable successor provision. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act, including hedge funds.

  • Restructuring Event means the occurrence of any one or more of the following events:

  • Debt Purchase Transaction means, in relation to a person, a transaction where such person:

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Restructuring Date means the date on which a Restructuring is legally effective in accordance with the terms of the documentation governing such Restructuring.

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Capital Reorganization shall have the meaning set forth in Section 4.3.

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

  • Exempt Transaction means an increase in the percentage of the outstanding shares of Common Stock or the percentage of the combined voting power of the outstanding Voting Stock of the Company beneficially owned by any Person solely as a result of a reduction in the number of shares of Common Stock then outstanding due to the repurchase of Common Stock or Voting Stock by the Company, unless and until such time as (a) such Person or any Affiliate or Associate of such Person shall purchase or otherwise become the Beneficial Owner of additional shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or additional Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock, or (b) any other Person (or Persons) who is (or collectively are) the Beneficial Owner of shares of Common Stock constituting 1% or more of the then outstanding shares of Common Stock or Voting Stock representing 1% or more of the combined voting power of the then outstanding Voting Stock shall become an Affiliate or Associate of such Person.

  • Permitted Warrant Transaction means any call option, warrant or right to purchase (or substantively equivalent derivative transaction) on the Borrower’s common stock sold by the Borrower substantially concurrently with any purchase by the Borrower of a related Permitted Bond Hedge Transaction.