Recapitalization and Split Sample Clauses

Recapitalization and Split. In connection with the Recapitalization, immediately upon the Effective Time, the aggregate number of 150,000 Class A Preferred Units (as defined in the Third LLC Agreement) that were issued and outstanding and held by WP prior to the execution and effectiveness of this Agreement are hereby converted into 2,429,930 Preferred Units and 3,750,000 Common Units. The Preferred Units received by WP have an aggregate liquidation preference of $49,850,000 and reflect the preferred Company Interest previously held by WP and reflected in Sections 4.1(a)(i), (ii), and (iii) and other applicable provisions of the Third LLC Agreement. At the same time, and also in connection with the Recapitalization, immediately upon the Effective Time, the aggregate number of 847,500 Class B Common Units (as defined in the Third LLC Agreement) that were issued and outstanding and held by RIHI prior to the execution and effectiveness of this Agreement are converted hereby into 21,187,500 Common Units. The number of Common Units received by each of WP and RIHI reflect a 25:1 (twenty-five to one) split of the residual common Company Interest previously held by each of WP and RIHI and reflected in Section 4.1(a)(iv) and other applicable provisions of the Third LLC Agreement. Following the Recapitalization and in connection therewith, immediately upon the Effective Time, the Company will be deemed to have distributed one share of Class B Common Stock to RIHI. Such Class B Common Stock will be issued by Holdings to the Company in exchange for both the Common Units to be purchased by Holdings in connection with the Common Unit Purchase and Holdings’ rights as Manager transferred to it by the Company as provided for in this Agreement.
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Recapitalization and Split. In connection with the Recapitalization, immediately upon the Effective Time, the aggregate number of 9,200,000 Original Class A Units that were issued and outstanding and held by the Original Members prior to the execution and effectiveness of this Agreement are hereby converted into an aggregate of 14,951,625 Common Units. The number of Common Units received by each Original Member reflect a 1.0000000000:1 split of each Unit evidencing a common Company Interest previously held by each Original Member as reflected on Schedule A to, and in other applicable provisions of, the First A&R LLC Agreement. In connection with the Recapitalization, immediately upon the Effective Time, the aggregate number of 778,374 Original Class B Units that were underlying option grants to the Original LLC Optionees prior to the execution and effectiveness of this Agreement are hereby converted into an aggregate of 1,264,995 Common Units. The number of Common Units underlying each grant to an Original LLC Optionee will reflect a 1.0000000000:1 split of each Unit evidencing a common Company Interest previously underlying the grant to such Original LLC Optionee and reflected in the applicable grant documentation under the Original Management Equity Plan and the applicable Original Award Agreement. No fractional Common Units will be issued as a result of the Unit splits contemplated by this Section 3.03.
Sample 1Sample 2
Recapitalization and Split. In connection with the Recapitalization, immediately upon the Effective Time, the aggregate number of 9,200,000 Original Class A Units that were issued and outstanding and held by the Original Members prior to the execution and effectiveness of this Agreement are hereby converted into an aggregate of [ ] Common Units. The number of Common Units received by each Original Member reflect a [__]:1 ([_______________] to one) split of each Unit evidencing a common Company Interest previously held by each Original Member and reflected on Schedule A to, and in other applicable provisions of, the First A&R LLC Agreement. In connection with the Recapitalization, immediately upon the Effective Time, the aggregate number of 778,374 Original Class B Units that were underlying option grants to the Original LLC Optionees prior to the execution and
Sample 1
Recapitalization and Split. In connection with the Recapitalization, immediately upon the Effective Time, the aggregate number of 863,077.3171 Original Common Units that were issued and outstanding and held by the Original Members prior to the execution and effectiveness of this Agreement are hereby converted into an aggregate of [·] Common Units, and the number of Common Units received by each Original Member in respect of Original Common Units reflects a [ ]:1 ([ ] to one) split of each Original Common Unit previously held by each Original Member as reflected on Exhibit A to the Second A&R LLC Agreement (including any joinders thereto) in effect as of immediately prior to the Effective Time. In connection with the Recapitalization, immediately upon the Effective Time, the aggregate number of 40,337.4679 Original Class B Units that were issued and outstanding prior to the execution and effectiveness of this Agreement are hereby converted into an aggregate of [·] Common Units, and the number of Common Units held by each Original Member in respect of Original Class B Units will reflect a [ ]:1 ([ ] to one) split of each Original Class B Unit previously held by such Original Member.
Sample 1

Related to Recapitalization and Split

  • Recapitalizations, etc The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

  • 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.

  • Recapitalization/Reorganization (a) Any new, substituted or additional securities or other property which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the First Refusal Right, but only to the extent the Purchased Shares are at the time covered by such right.

  • 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.

  • Recapitalization or Reorganization In the event of a recapitalization or reorganization of the Company (other than a transaction described in subparagraph B above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an Optionee upon exercising an Option shall be entitled to receive for the purchase price paid upon such exercise, the securities he would have received if he had exercised his Option immediately prior to such recapitalization or reorganization.

  • Recapitalizations If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction or other Triggering Event provided for elsewhere in this Section 5 or in Section 3), a provision shall be made so that the holders of Series D Preferred Stock shall thereafter be entitled to receive upon conversion of shares of Series D Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of Series D Preferred Stock after the recapitalization to the end that the provisions of this Section 5 (including adjustment of the Conversion Price then in effect and the number of shares issuable upon conversion of each share of Series D Preferred Stock) shall be applicable after that event and be as nearly equivalent as practicable.

  • 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).

  • Mergers, Recapitalizations, Stock Splits, Etc Pursuant and subject to Section 12 of the Plan, certain changes in the number or character of the Common Stock of the Company (through sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock split, stock dividend or otherwise) shall result in an adjustment, reduction or enlargement, as appropriate, in Participant’s rights with respect to any unexercised portion of the Option (i.e., Participant shall have such “anti-dilution” rights under the Option with respect to such events, but shall not have “preemptive” rights).

  • Recapitalization, Reorganization, Reclassification, Consolidation, Merger or Sale (i) In case the Issuer at any time prior to the Expiration Date shall do any of the following (each, a “Triggering Event”): (A) consolidate with or merge into any other Person and the Issuer shall not be the continuing or surviving corporation of such consolidation or merger, or (B) permit any other Person to consolidate with or merge into the Issuer and the Issuer shall be the continuing or surviving Person but, in connection with such consolidation or merger, any Capital Stock of the Issuer shall be changed into or exchanged for Securities of any other Person or cash or any other property, or (C) transfer, sell or otherwise dispose all or substantially all of its properties or assets to any other Person, then, and in the case of each such Triggering Event, proper provision shall be made so that, upon the basis and the terms and in the manner provided in this Warrant, the Holder of this Warrant shall be entitled, upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Warrant is not exercised prior to such Triggering Event, to receive, and shall accept, at the Warrant Price in effect at the time immediately prior to the consummation of such Triggering Event in lieu of the shares of Common Stock issuable upon such exercise of this Warrant prior to such Triggering Event, the Securities, cash and property to which such Holder would have been entitled upon the consummation of such Triggering Event if such Holder had exercised the rights represented by this Warrant immediately prior thereto, subject to adjustments and increases (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for in this Section 4.

  • Recapitalizations, Exchanges, etc The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Common Stock, (ii) any and all shares of voting common stock of the Company into which the shares of Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the shares of Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.

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