Actions Upon CF Transition Date Sample Clauses

Actions Upon CF Transition Date. (a) Immediately upon the occurrence of the CF Transition Date, without any further action of any party hereto, the Exchange Agreement shall become effective as of the CF Transition Date; (b) No later than one (1) Business Day after the occurrence of the CF Transition Date (the “Effective Date”), Parent shall and shall cause Intermediate Holdings and Reorganized Invacare to the take the following actions: (i) Parent shall file for immediate effectiveness the Amended and Restated Certificate of Designations of Series A Preferred Stock of Parent substantially in the form set forth on Exhibit C (with any edits to such form subject to the reasonable approval of Holders holding a majority of the shares of Series A Preferred Stock held by all Holders); (ii) Parent shall file for immediate effectiveness the Certificate of Designations of Series B Preferred Stock of Parent substantially in the form set forth on Exhibit D (with any edits to such form subject to the reasonable approval of Holders holding a majority of the shares of Series A Preferred Stock held by all Holders); (iii) Intermediate Holdings shall file for immediate effectiveness the Amended and Restated Certificate of Incorporation of Intermediate Holdings substantially in the form set forth on Exhibit E (with any edits to such form subject to the reasonable approval of Holders holding a majority of the shares of Series A Preferred Stock held by all Holders); (iv) Intermediate Holdings shall file for immediate effectiveness the Certificate of Designations of Intermediate Holdings substantially in the form set forth on Exhibit F (with any edits to such form subject to the reasonable approval of Holders holding a majority of the shares of Series A Preferred Stock held by all Holders); (v) Reorganized Invacare shall file for immediate effectiveness an amendment to its Certificate of Incorporation increasing the number of authorized shares of common stock of Reorganized Invacare by an amount sufficient to satisfy any exercise of the Reorganized Invacare Warrants (with such amendment subject to the reasonable approval of Holders holding a majority of the shares of Series A Preferred Stock held by all Holders); (vi) Within three (3) Business Days after the filing of the documents set forth in Sections 1.4(b)(i)-(iv), Parent shall issue to Intermediate Holdings 5,938,620 shares of Series B Preferred Stock of Parent (less any shares Series B Preferred Stock Parent that would have been exchanged pursuant to Sec...