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. The Company shall effect a 21.4-to-1 reverse split of the issued and outstanding shares accompanied by an increase in the authorized capitalization of the Company to 50,000,000 shares of common stock and an authorization of 5,000,000 shares of "blank check" preferred stock in accordance with the provisions of the Delaware General Corporation Law, the Company's certificate of incorporation and bylaws, and Schedule 14C of the Exchange Act. Upon the effectiveness of such recapitalization, the Notes will be converted into an aggregate of 2,299,065 reverse-split shares.
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. 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. 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. (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. 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. 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. (a) Immediately prior to, and contingent upon, the Effective Time of the Merger, subject to the approval of the Company’s shareholders, which shall not be deemed to be a breach of any representation, warranty, covenant or agreement of the Company or Merger Sub under this Agreement, and notwithstanding anything to the contrary contained herein, the Company shall adjust, split, combine, subdivide, recapitalize or reclassify the then-outstanding Company Ordinary Shares as necessary or appropriate to facilitate the Transactions (a “Consolidation”), using a conversion ratio (the “Conversion Ratio”) that will result in all of the issued and outstanding Company Ordinary Shares and all Company Ordinary Shares arising on conversion of all then-outstanding Company Convertible Securities (including without limitation, for the avoidance of doubt, each Company Ordinary Share arising on conversion of each Company Preference Share and each Continuing Company Warrant) (the actions described in this recital collectively, the “Recapitalization”), after giving effect to the Consolidation, having an aggregate market value equal to $600,000,000, such that following such Recapitalization, each Company Ordinary Share (including without limitation, for the avoidance of doubt, each Company Ordinary Share arising on conversion of all then-outstanding Company Convertible Securities, including without limitation each Company Preference Share and each Continuing Company Warrant) shall be valued at $10.00 per share (the above actions together with the Consolidation collectively referred to herein as the “Recapitalization”), calculated at the exchange rate in effect at the close of business New York time on the date that is two (2) Business Days prior to the Effective Time. For the avoidance of doubt, the aggregate market value of all Company Ordinary Shares issued or issuable at the time of the Recapitalization (including without limitation, for the avoidance of doubt, each Company Ordinary Share arising on conversion of all then-outstanding Company Convertible Securities, including without limitation, each Company Preference Share and each Convertible Company Warrant) shall be equal to $600,000,000, and shall exclude any Company Ordinary Shares to be issued or issuable in connection with the PIPE Investment (as permitted by Section 5.20) following the Recapitalization. Other than the Recapitalization as permitted pursuant to this Section 1.6, the Company shall not, without the prior w...
