CHC Corporate Restructuring Clause Samples

CHC Corporate Restructuring. (a) Promptly following the execution of this Agreement, CHC will amend its Articles of Incorporation, By-laws and other applicable corporate documents (collectively, the "CHC Corporate Documents") in order to provide for (i) the authorization to issue an additional 9,000,000 shares of $0.01 par value Class A common stock of CHC (collectively, the "Common Stock" or "Shares"), and (ii) the issuance to each of ▇▇▇▇ and Levy of certain shares of the common stock of CHC (subject, in the case of Levy, to receipt of regulatory approval of the same). ▇▇▇▇ and ▇▇▇▇ and their family members will not participate in any phantom option plan established for officers or directors of Crusader. (b) The issuance to Levy of his pro rata share of the common stock of CHC shall be expressly conditioned upon (i) receipt of all appropriate regulatory approvals for the acquisition and issuance of the same and (ii) the timely funding of the Levy Note (as hereinafter defined) as hereinafter provided. Pending receipt by CHC of such approvals and the proceeds of such funding, this Agreement shall be deemed a subscription obligation by Levy to acquire such stock and an obligation by CHC to issue the same. Other than as contemplated above with respect to ▇▇▇▇ and ▇▇▇▇ and other than the agreement by ▇▇▇▇ and Levy to allow certain Crusader directors to purchase up to 5% of the issued and outstanding common stock of CHC not later than April 30, 1996 at a price to be determined by ▇▇▇▇ and ▇▇▇▇ but which will not be less than book value for the said stock, no additional common stock of CHC will be issued by CHC to any third parties without the joint written consent of ▇▇▇▇ and Levy, and in any event, the issuance of such stock will be conditioned upon compliance with all appropriate federal and state securities laws and the obtaining of all applicable regulatory approvals. (c) The holders of the issued and outstanding shares of common stock shall be entitled to one vote per share on all matters requiring shareholder approval under the CHC Corporate Documents. In addition, ▇▇▇▇, ▇▇▇▇ and an individual designated by ▇▇▇▇ will be appointed by the Shareholders of CHC as members of the Board of Directors of CHC. (d) As soon as practicable following the date hereof, ▇▇▇▇ and ▇▇▇▇ shall cause the CHC board of directors to adopt the provisions of this Agreement applicable to it by resolution and, thereafter, to cause the CHC Corporate Documents to be appropriately amended.