Senior Liquidation Preferred Shares definition

Senior Liquidation Preferred Shares means the Issuer’s preferred shares ranking most senior in priority of payment as to liquidation distributions. For the purposes of the calculation of the Liquidation Distributable Amount, the amount of Liquidation Claims and the amount of principal and accrued and unpaid interest (including Additional Amounts with respect thereto, if any) in respect of any Liquidation Parity Liabilities that are not denominated in Japanese yen shall be calculated in Japanese yen, and the Liquidation Distributable Amount payable in respect of a Liquidation Claim upon an occurrence of a Condition for Liquidation Payment (if any) shall be initially calculated in Japanese yen and converted into the currency in which the Securities are denominated, each in a manner that the Issuer deems appropriate pursuant to applicable Japanese law. The relative rankings and payment of the Liquidation Claims and other claims against the Issuer in any liquidation proceeding (seisan) in respect of the Issuer are in all events subject to the provisions of Article 502 of the Companies Act (including any successor articles thereto), which prohibit distribution of residual assets to shareholders prior to payment or satisfaction of all of the Issuer’s then outstanding debts, which includes the Liquidation Claims to the extent not written down or cancelled pursuant to the Going Concern Write-Down, Write-Down and Cancellation or interest cancellation provisions, and subject to the subordination provisions, set forth in the Indenture and as applicable to the Securities, as described herein. No amendment or modification which is prejudicial to any present or future creditor in respect of any Senior Indebtedness of the Issuer shall be made to the subordination provisions of Section 12.01, Section 12.02 or Section 12.03 of the Indenture and herein in any respect. In no event shall any such amendment or modification be effective against any such creditor. A Holder or beneficial owner of Securities by its acceptance thereof shall thereby agree that if any payment on the Securities is made to such Holder or beneficial owner with respect to a payment obligation that did not become due and payable prior to the occurrence of a Liquidation Event and the amount of such payment shall exceed the amount, if any, that should have been paid to such Holder or beneficial owner upon the proper application of the subordination provisions of the Securities, the payment of such excess amount shall be deemed null and void a...
Sample 1
Senior Liquidation Preferred Shares means the preferred shares of the Issuer ranking most senior in priority of payment as to liquidation distributions.
Sample 1Sample 2
Senior Liquidation Preferred Shares means the preferred shares of the Company, ranking most senior in priority of payment as to liquidation distributions. “specially-related person of the Company” shall have the meaning set forth in Section 3.05.
Sample 1

Related to Senior Liquidation Preferred Shares

  • Series B Liquidation Preference means a liquidation preference for each Series B Preferred Unit initially equal to $25.00 per unit, which liquidation preference shall be subject to increase by the per Series B Preferred Unit amount of any accumulated and unpaid Series B Distributions (whether or not such distributions shall have been declared).

  • Series C Liquidation Preference means a liquidation preference for each Series C Preferred Unit initially equal to $25.00 per unit (subject to adjustment for any splits, combinations or similar adjustments to the Series C Preferred Units), which liquidation preference shall be subject to increase by the per Series C Preferred Unit amount of any accumulated and unpaid Series C Distributions (whether or not such distributions shall have been declared).

  • Series A Liquidation Preference means $25.00 per Series A Preferred Mirror Unit. The Series A Liquidation Preference shall be the “Liquidation Preference” with respect to the Series A Preferred Mirror Units.

  • Liquidation Preference means, with respect to any Series, the amount specified as the liquidation preference per share for that Series in the Appendix for such Series.

  • Initial Liquidation Preference means one thousand dollars ($1,000.00) per share of Convertible Preferred Stock.

  • Liquidation Preference Amount means $25,000 per share of Series C Preferred Stock.

  • Senior Liquidation Amount For any Distribution Date, the sum of (A) the aggregate, for each Mortgage Loan which became a Liquidated Mortgage Loan during the Prior Period, of the lesser of: (i) the Senior Percentage of the Principal Balance of such Mortgage Loan and (ii) the Senior Prepayment Percentage of the Liquidation Principal with respect to such Mortgage Loan and (B) the Senior Prepayment Percentage of any Subsequent Recoveries for such Distribution Date.

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

  • Majority in Liquidation Amount of the Preferred Securities means a vote by the Holder(s), voting separately as a class, of more than fifty percent (50%) of the aggregate Liquidation Amount of all then outstanding Preferred Securities issued by the Issuer.

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

  • Class A Preferred Shares shall have the meaning ascribed to it in Section 2.4(a).

  • Parity Preferred Units shall have the meaning provided in Section 4.

  • Qualified Preferred Stock means any preferred capital stock of Holdings or 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 as of the date such Qualified Preferred Stock was issued other than (i) provisions requiring payment solely (or with provisions permitting Holdings or Lead Borrower, as applicable, to opt to make payment solely) in the form of common Equity Interests, Qualified Preferred Stock of Holdings or Lead Borrower or cash in lieu of fractional shares, as applicable, or any Equity Interests of any direct or indirect Parent Company of Holdings or 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 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 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 an Event of Default hereunder.

  • Liquidation Parity Stock means any class or series of stock of the Corporation, other than Series A Preferred Stock, that ranks equally with the Series A Preferred Stock as to the distribution of assets in connection with any liquidation, dissolution or winding up of the affairs of the Corporation.

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

  • Series C Preferred Units shall have the meaning provided in Section 1.

  • Series A Preferred Unit means a Preferred Unit having the designations, preferences, rights, powers and duties set forth in Article XVI.

  • 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 A Preferred Units has the meaning assigned to such term in Section 5.11(a).

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

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

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

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

  • Series A Preferred means the Series A preferred stock, $.01 par value per share, of the Company.

  • Permitted Preferred Stock means and refers to any Preferred Stock issued by Parent (and not by one or more of its Subsidiaries) that is not Prohibited Preferred Stock.

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