Capital Structure Modification Sample Clauses

Capital Structure Modification. Prior to the Closing, COTF will have: (a) effected a reverse split of its common stock sufficient to reduce the number of outstanding shares of its common stock to no more than 2,000,000 shares, after taking into consideration any shares issued or issuable to satisfy liabilities of COTF or to persons rendering advice and assistance to COTF in connection with this transaction, but not including the warrants and options listed in schedule 4.4, at a ratio of 1 share of common stock to be reverse split by approximately 129.2 (but which may ultimately range anywhere between 120 and 140); (b) increased its authorized shares as necessary to allow for the issuance of shares agreed to in this Agreement, including reserves for exercise of options or warrants described herein, and at least 35,000,000 shares for an ESOP plan which may be implemented after the Transaction (even though COTF shall have canceled its preexisting plan prior to signing this Agreement); and (c) obtained all necessary consents, approvals and resolutions from board members and shareholders, amended the charter and by-laws of COTF as appropriate, and made all necessary filings and paid all necessary filing fees with appropriate governmental bodies, to effectuate modifications to the capital structure.
AutoNDA by SimpleDocs

Related to Capital Structure Modification

  • Merger & Modification This Contract constitutes the entire agreement between the parties. No understandings, agreements, or representations, oral or written, not specified within this Contract will be valid provisions of this Contract. This Contract may not be modified, supplemented, or amended, except by written agreement signed by all necessary parties.

  • Amendments, Modifications and Waivers No amendment, modification or waiver in respect of this Agreement shall be effective against any party unless it shall be in writing and signed by Parent, the Company and Stockholder.

  • Modification of Budget Upon written approval of County, Subrecipient shall have the authority to transfer allocated program funds from one category of the overall program Budget to another category of the overall Budget. No such transfer may be made without the express prior written approval of County. A modification of the Budget may include the addition of any new Budget category.‌

  • Amendment, Modification and Supplement Upon amendment, modification and supplement of this Contract shall be subject to the written agreement executed by each party.

  • Waiver, Modification, Etc No provision or term of this Amendment may be modified, altered, waived, discharged or terminated orally, but only by an instrument in writing executed by the party against whom such modification, alteration, waiver, discharge or termination is sought to be enforced.

  • Amendment, Modification and Waiver This Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

  • Amendment or Modification This Agreement may be amended or modified from time to time only by the written agreement of all the Parties. Each such instrument shall be reduced to writing and shall be designated on its face as an amendment to this Agreement.

  • Amendments; Waivers; Modifications This Security Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except as set forth in Section 9.1 of the Credit Agreement.

  • Complete Agreement; Modification of Agreement This Agreement constitutes the complete agreement among the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and understandings relating to the subject matter hereof, and may not be modified, altered or amended except as set forth in Section 8.6.

  • Modifications and Waiver Except as provided in Section 17 above with respect to changes in Delaware law which broaden the right of Indemnitee to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!