Company Recapitalization. The Company shall use all reasonable efforts to consummate the Company Recapitalization, subsequent to the consummation of the Futuronics Merger and immediately 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. 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...
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 have taken all requisite action, whether by amending its articles of incorporation, agreement or otherwise, to have effected the conversion into Company Common Stock of all outstanding shares of Company Preferred Stock (the “Company Recapitalization”).
Company Recapitalization. If the Company or the Board determines to pursue and effect a Company Recapitalization, the Managers agree to take all steps reasonably requested by the Company or Bidco in connection with completing such Company 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).
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”).
