Company Recapitalization. The Company shall use all reasonable efforts to consummate the Company Recapitalization prior to the Effective Time, including the obtaining of the necessary consents of the Company's stockholders thereto.
Company Recapitalization. The Company Recapitalization shall have been consummated no later than the Effective Time of the Merger.
Company Recapitalization. Immediately prior to the Share Acquisition, the Company shall effect the Recapitalization. The Company shall take all corporate actions, including the filing of the special resolution and requisite forms with Companies House, required to complete the Recapitalization and the Company Shareholders hereby consent to the Recapitalization.
Company Recapitalization. The Purchaser shall have received evidence reasonably acceptable to the Purchaser that the Recapitalization shall have occurred.
Company Recapitalization. The Company shall take all actions necessary to effect the conversion of all outstanding shares of Company Capital Stock as of immediately prior to the Effective Time into shares of Company Class A Common Stock and shares of Company High Vote Stock, consistent with the Dual Class Structure (the “Company Recapitalization”). In connection with the Company Recapitalization, all shares of Company Capital Stock shall convert into the right to receive (i) in the case of all Company Stockholders (other than the CEO Group), the same number of shares of Company Class A Common Stock, and (ii) in the case of the CEO Group, a combination of shares of Company Class A Common Stock and shares of Class V common stock, par value $0.000001 per share, of the Company (the “Company High Vote Stock”) as contemplated by the Dual Class Structure and as set forth in the A&R Company Dual Class Charter. The related exchange agreement to be entered into in respect of such Company High Vote Stock to be issued to the CEO Group in accordance with this Section 2.11 shall provide that Parent and the Surviving Company agree to report the share exchange as a tax-free reorganization within the meaning of Section 368(a)(1)(E) of the Code for all Tax purposes and agree to indemnify and hold harmless the CEO Group for Taxes and any applicable penalties and associated costs if such exchange is not tax free, in whole or in part.
Company Recapitalization. (a) Immediately prior to the Closing, the Company and the Members shall take all action necessary to cause the Company Membership Interests issued and outstanding immediately following the Closing, to be converted into, and to consist solely of a number of Company Common Units. Such number of Company Common Units shall initially be 24,000,000, if applicable, subject to this Agreement and the Company A&R LLC Agreement (the “Total Converted Units”).
(b) The Company A&R LLC Agreement and the Acquiror Charter shall provide, subject to the terms and conditions set forth therein, that the Members and their permitted transferees may cause the Company to redeem their Company Common Units, which redemption may be effected as an exchange of Company Common Units for shares of Acquiror Class A Common Stock on a one-for-one basis (subject to adjustment in certain cases), accompanied by the corresponding cancellation of shares of Acquiror Class C Common Stock held by such Members (the “Company Unitholder Redemption Right”); provided that the Acquiror shall not be entitled to the Company Unitholder Redemption Right at any time.
Company Recapitalization. Prior to the Closing, the Company shall cause a recapitalization of its existing equity structure (the “Recapitalization”), as described in Schedule 1.1 of the Company Disclosure Letter, to be consummated without any material liability or obligation (Tax or otherwise) to Parent or the Group Companies.
Company Recapitalization. The Company shall have taken all requisite action, whether by amending its certificate of incorporation, agreement or otherwise, to have effected the conversion into Company Common stock of all outstanding shares of Company Preferred Stock, all warrants to purchase shares of the Company Series F Stock and Company Series G Stock, and the Bridge Notes (as defined on Schedule 2.2(f)) (the “Company Recapitalization”).
Company Recapitalization. Promptly following the Closing, either on the Closing Date or the next business day thereafter, the Buyer shall approve, and cause the Company to approve and file with the Secretary of State of the State of Delaware, the Certificate of Amendment, substantially in the form attached hereto as EXHIBIT A, to the Company's Certificate of Incorporation (the "RECAPITALIZATION").
Company Recapitalization. (a) Prior to the Effective Time, the restructuring set forth on Schedule D (the “Blocker Restructuring”) shall have been completed such that, after giving effect to such restructuring, the Blockers shall, collectively, directly hold Company Equity Securities. After the date hereof, the Company may make modifications to Schedule D (i) which modifications are not material to the interests of Pace; or (ii) with the prior written consent of Pace (not to be unreasonably withheld, conditioned or delayed).
(b) Immediately prior to the Effective Time, the Company LLCA, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety in the form of the Fourth A&R LLCA, pursuant to which: (i) each Company Unit (and any other Company Equity Securities, other than the Company Employee Equity Units, and Company UAR Awards) that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into such number of Company Common Units (and Company Options (as such term is used in the Fourth A&R LLCA)) as determined by the Company Board in accordance with Section 5.6(c) of the Company LLCA; and (ii) each Company Employee Equity Unit that is issued and outstanding, whether vested or unvested, immediately prior to the Effective Time shall be automatically converted into such number of Company Common Units as determined by the Company Board in accordance with Section 5.6(c) of the Company LLCA, subject to the same terms and conditions (including applicable vesting requirements) applicable to such Company Employee Equity Unit pursuant to the Company LLCA and the applicable award agreement in effect immediately prior to the Effective Time, at a conversion rate taking into account the Company Equity Value and the applicable participation threshold of such Company Employee Equity Unit (each, as converted, a “Converted Company Employee Equity Unit”); and (iii) each Company UAR Award that is issued and outstanding, whether vested or unvested, immediately prior to the Effective Time shall be automatically converted into a Company UAR Award in respect of Company Common Units as determined by the Company Board, subject to the same terms and conditions (including applicable vesting requirements, as modified pursuant to this Agreement) applicable to such Company UAR Award as of immediately prior to the Company Recapitalization, except the exercise price and number of units underlying the Company UAR Award shall be equi...
