Change or Exchange of Capital Stock Sample Clauses

Change or Exchange of Capital Stock. (a) In the event of any merger, reorganization, consolidation, recapitalization, stock dividend or other change in corporate structure affecting the Stock, the provisions of Section 4.1 of the Plan shall govern.
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Change or Exchange of Capital Stock. (a) In the event that the outstanding shares of Class A Common Stock of the Company shall be changed into or exchanged for a different number or kind of shares of capital stock of the Company or shall be changed into or exchanged for a different number or kind of shares of capital stock or other securities of the Company or of another company (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, or otherwise), then there shall be substituted for each remaining Share not acquired by exercise of either the Put Option or the Call Option prior to the record date for such merger, consolidation, recapitalization, reclassification, split-up, or otherwise, the number and kind of shares of capital stock or other securities into which each outstanding share of Class A Common Stock of the Company shall be so changed or for which each such share of capital stock shall be so exchanged. In the event that there shall be any such change or exchange, then (i) Holder shall be entitled to sell to the Company pursuant to the Put Option all of such capital stock and other securities into which each Share shall have been changed or for which it shall have been exchanged for the Put Option Price which would have been required to be paid for such Share assuming there had been no such change or exchange, and otherwise in accordance with the terms of this Agreement; and (ii) the Company shall be entitled to purchase from the Holder pursuant to the Call Option all of such capital stock and other securities into which each Share shall have been changed or for which it shall have been exchanged for the Call Option Price which would have been required to be paid for such Share assuming there had been no such change or exchange, and otherwise in accordance with the terms of this Agreement.
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Change or Exchange of Capital Stock. (a) In the event that the outstanding shares of capital stock of the Company shall be changed into or exchanged for a different number or kind of shares of capital stock or other securities of the Company or of another company (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, or otherwise), then there shall be substituted for each remaining Option Share (those not acquired by exercise of the Option prior to the record date for such merger, consolidation, recapitalization, reclassification, split-up, or otherwise) the number and kind of shares of capital stock or other securities into which each outstanding share of capital stock of the Company shall be so changed or for which each such share of capital stock shall be so exchanged. In the event that there shall be any such change or exchange, then Optionee shall be entitled to purchase all of such capital stock and other securities into which each Option Share shall have been changed or for which it shall have been exchanged for the Option Price which would have been required to be paid for such Option Share assuming there had been no such change or exchange, and otherwise in accordance with the terms of this Agreement.
Sample 1
Change or Exchange of Capital Stock. (a) In the event that the outstanding shares of capital stock of the Company shall be changed into or exchanged for a different number or kind of shares of capital stock of the Company or shall be changed into or exchanged for a different number or kind of shares of capital stock or other securities of the Company or of another company (whether by reason of merger, consolidation, recapitalization, reclassification, split-up, or otherwise), then there shall be substituted for each remaining Option Share (those not acquired by exercise of the Option prior to the record date for such merger, consolidation, recapitalization, reclassification, split-up, or otherwise) the number and kind of shares of capital stock or other securities into which each outstanding share of capital stock of the Company shall be so changed or for which each such share of capital stock shall be so exchanged. In the event that there shall be any such change or exchange, then Optionee shall be entitled to purchase all of such capital stock and other securities into which each Option Share shall have been changed or for which it shall have been exchanged for the Option Price which would have been required to be paid for such Option Share assuming there had been no such change or exchange, and otherwise in accordance with the terms of this Agreement.
Sample 1

Related to Change or Exchange of Capital Stock

  • Conversion of Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub:

  • Issuance of Capital Stock Except for (a) any transaction pursuant to an Unsolicited Proposal that Maker accepts in accordance with the fiduciary exception provided in Section 3.2 of the Recapitalization Agreement or (b) shares of capital stock issuable upon exercise or conversion of warrants or convertible securities outstanding prior to February 1, 2004, Maker shall not without Holder's prior written approval: (i) issue any shares of capital stock or other securities, or any instruments exercisable for or convertible into capital stock or other securities, or (ii) make any promises, commitments, undertakings, agreements or letters of intent for any of the issuances described in (i) hereof.

  • Valid Issuance of Capital Stock The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Class A Common Stock, 10,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class B Common Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding 5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration Statement), no shares of Class A Common Stock and no shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

  • Capitalization; Status of Capital Stock As of November 30, 1997, the authorized capital stock of the Company consisted of (i) 25,000,000 shares of Common Stock, par value $.001 per share, and (ii) 1,500,000 shares of Preferred Stock, without par value, of which 12,195,819 shares of Common Stock were issued and outstanding and 1,670,425 shares reserved for issuance (not including shares reserved for issuance in connection with the transactions contemplated hereby) and no shares of Preferred Stock were issued or outstanding. All the outstanding shares of capital stock of the Company have been duly authorized, and are validly issued, fully paid and non-assessable. With the exception of the Shares, the Warrants, the Contingent Warrants, options to purchase 1,385,825 shares of Common Stock granted to directors, officers and other employees of the Company, options to purchase 284,600 shares of Common Stock granted to the former Chief Executive Officer of the Company and certain consultants of the Company, and options to purchase 1,591,200 shares of Common Stock authorized but not granted under the Company's stock option plans, no options, warrants, subscriptions or rights of any nature to acquire from the Company, or commitments of the Company to issue, or securities convertible into, shares of capital stock or other securities are authorized, issued or outstanding. None of the Company's outstanding securities or authorized capital stock are subject to any rights of redemption, repurchase, rights of first refusal, preemptive rights or other similar rights, whether contractual, statutory or otherwise, for the benefit of the Company, any stockholder, or any other person. To the Company's knowledge, and except as contemplated by this Agreement and as set forth in Schedule 2.5, there are no agreements, understandings, trusts or collaborative arrangements or understandings concerning the voting or transfer of the capital stock of the Company. The offer and sale of all capital stock and other securities of the Company issued prior to the Closing complied with or were exempt from all applicable federal and state securities laws and no stockholder has a right of rescission or damages with respect thereto.

  • Recapitalization Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder, but only to the extent the Purchased Shares are at the time covered by such right or escrow requirements. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of Purchased Shares subject to this Agreement and to the price per share to be paid upon the exercise of the Repurchase Right in order to reflect the effect of any such Recapitalization upon the Corporation's capital structure; provided, however, that the aggregate purchase price shall remain the same.

  • Description of Capital Stock The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in the Prospectus.

  • Recapitalization or Reclassification If the Company shall at any time effect a recapitalization, reclassification or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a larger or smaller number of shares, then upon the effective date thereof, the number of shares of Common Stock which Holder shall be entitled to purchase upon Exercise of this Warrant shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of Common Stock by reason of such recapitalization, reclassification or similar transaction, and the Exercise Price shall be, in the case of an increase in the number of shares, proportionally decreased and, in the case of decrease in the number of shares, proportionally increased. The Company shall give Holder the same notice it provides to holders of Common Stock of any transaction described in this Section 5(b).

  • Treatment of Capital Stock Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of any shareholder:

  • Reduction of capital The Borrower shall not redeem or purchase or otherwise reduce any of its equity or any other share capital or any warrants or any uncalled or unpaid liability in respect of any of them or reduce the amount (if any) for the time being standing to the credit of its share premium account or capital redemption or other undistributable reserve in any manner.

  • Recapitalization, etc In the event that any capital stock or other securities are issued in respect of, in exchange for, or in substitution of, any Shares by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets, distribution to stockholders or combination of the Shares or any other change in capital structure of the Issuer, appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the parties hereto under this Agreement.

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