Recapitalization of the Company Sample Clauses

Recapitalization of the Company. (a) On December 31, 2020, the Company effected a recapitalization, pursuant to which, the Company issued Company Preferred Stock and the Company Warrant pursuant to the Stock and Warrant Purchase Agreement (the “December 31 Recapitalization”). The December 31 Recapitalization was duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company was necessary to authorize the December 31 Recapitalization and the other documents contemplated thereby, and the December 31 Recapitalization was validly approved by the Company’s equityholders. (b) Other than the Company Preferred Stock, the Company Warrant and Company Options, the Company does not have any convertible securities issued and outstanding.
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Recapitalization of the Company. Upon the terms and provisions of this Agreement, and subject to and conditioned upon the Requisite Consent of Security Holders, the Company, on such date as the Company in its sole discretion shall designate in a written notice to all the parties to this Agreement (the "Recapitalization Date"), effective as of the Recapitalization Date, shall be recapitalized (the "Recapitalization") as follows:
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Recapitalization of the Company. Subject to the Change in Control provisions of this Agreement, if while the Award is outstanding, the Company shall effect any subdivision or consolidation of Common Stock or other capital readjustment, the payment of a stock dividend, stock split, combination of Shares, recapitalization or other increase or reduction in the number of Shares outstanding, without receiving compensation therefor in money, services or property, then the number of Restricted Shares granted under this Agreement shall (i) in the event of an increase in the number of Shares outstanding, be proportionately increased and the Fair Market Value of the outstanding Award shall be proportionately reduced; and (ii) in the event of a reduction in the number of Shares outstanding, be proportionately reduced, and the Fair Market Value of the outstanding Award shall be proportionately increased. The Company shall take such action and whatever other action it deems appropriate, in its discretion, so that the value of the Award to the Grantee shall not be adversely affected by a corporate event described in this Section.
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Recapitalization of the Company. The Shareholders ------------------------------- and the Company shall cause (i) the Company to be recapitalized (THE "COMPANY RECAPITALIZATION") so that immediately after the Company Recapitalization, the authorized capital stock of the Company shall consist only of common stock (THE "COMPANY COMMON STOCK") and (ii) thereafter, the exchange into Company Common stock of all outstanding shares of Class A Preferred stock, Class B Stock, Class C stock and Class D stock of the Company.
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Recapitalization of the Company. Immediately subsequent to the Closing, the parties hereto will file or cause to be filed with the Secretary of State of the State of Minnesota the Company's Second Amended and Restated Articles of Incorporation (the "New Charter") substantially as set forth in Exhibit A hereto. The New Charter will contain the terms and preferences of each class and series of stock which the Company is authorized to issue. Upon the filing of the New Charter, the Company will have effected a recapitalization transaction (the "Recapitalization") such that, upon consummation of the Recapitalization, (i) Buyers collectively will own 61,576,895 shares of the Common Stock of the Company and 615,769 shares of the Series A Redeemable Preferred Stock of the Company, par value $.01 per share, having the rights, privileges and preferences as are set forth in the New Charter (the "Series A Stock"), such aggregate holdings representing approximately 80.1% of each class of the total issued and outstanding capital stock of the Company and (ii) Seller will own 15,316,080 shares of the Common Stock of the Company and 153,161 shares of the Series A Stock of the Company, such aggregate holdings representing approximately 19.9% of each class of the total issued and outstanding capital stock of the Company. Upon consummation of the Recapitalization and filing of the New Charter with the Secretary of State of the State of Minnesota, the Company will have outstanding Series A Stock with an aggregate liquidation preference equal to seventy-six million eight hundred ninety-two thousand nine hundred seventy-five dollars ($76,892,975) (the "Agreed Revenue Amount").
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Recapitalization of the Company. Prior to the Closing and in contemplation of the Recapitalization Transaction, an amendment to the Company's Certificate of Incorporation providing for an increase of the number of authorized shares of its Company Series A Preferred Stock and the convertibility of Company Series B Preferred Stock to Company Series A Preferred Stock, shall have been approved by the Required Recapitalization Vote of the Company's stockholders, and filed with the Secretary of State of the State of Delaware. Prior to the Closing, the Company shall use its best efforts to cause holders of a sufficient number of outstanding shares of the Company's Common Stock who qualify as "accredited investors" under Rule 501 of Regulation D under the Securities Act of 1933, as amended, to convert their shares of Company Common Stock into Company Series A Preferred Stock ("Recapitalization Transaction") to satisfy the condition set forth in Section 6.11. The Company shall complete the Recapitalization Transaction in compliance with all applicable securities laws and other applicable Legal Requirements.
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Recapitalization of the Company. (a) On the date hereof, the Shareholders shall make additional capital contributions in the aggregate amount of US$8,100,000 and Shareholder Loans in the aggregate amount of US$5,900,000, each such capital contributions and Shareholder Loans to be made on a pro rata basis in respect of the Shares that are held by them as of the date hereof. (b) For the purpose of Paragraph 3(a), SAIF has, concurrently with the execution of the Shareholders Agreement and this letter agreement, remitted or caused to be remitted on its behalf the amount of US$2,000,000 (the "Base Amount") to the bank account of the Company. The portion of the Base Amount in excess of the additional capital contributions required to be made by SAIF under Paragraph 3 (a) shall be treated as a Shareholder Loan made by SAIF to the Company (the "SAIF Loan"). (c) The Shareholders agree that, from the date hereof through December 31, 1999 (the "Carry Period"), SAIF shall not be obligated to provide its pro rata share of any additional capital contributions or Shareholder Loans that the Board calls for in excess of the Base Amount, and with respect to the SAIF pro rata share of any such additional capital contributions or Shareholder Loans, the matter shall be handled in accordance with Paragraphs 3(d), (e), (f), (g), (h), (i) and (j), as the case may be. (d) If, during the Carry Period, the Company requires additional funds, then except where applicable Pakistan law requires, or the Board determines that it is necessary or desirable, that such funding be made in the form of capital contributions, such funding shall be made in the form of Shareholder Loans. All Shareholder Loans (including the SAIF Loan) shall bear interest at 15% per annum compounded annually or, if less, the maximum interest rate permitted by the State Bank of Pakistan, and shall be evidenced by a promissory note in form and substance reasonably acceptable to the Company and the Shareholders. (e) Subject to Paragraph 3(i), if, during the Carry Period, the Board makes calls for Shareholder Loans and SAIF declines to make its pro rata share of the Shareholder Loans called for by the Board, each of MIDC and Newco shall, in addition to the pro rata Shareholder Loans that are required to be made by them, make an additional Shareholder Loan on a pro rata basis based on their then respective shareholdings in the Company without taking into account the shareholding percentage of SAIF (such ratio, the "MIDC/Newco Ratio") in an aggregate pri...
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Related to Recapitalization of the Company

  • Capitalization of the Company (a) Schedule 4.29 sets forth a true and complete list of all of the issued and outstanding Equity Interests of the Company. Such Equity Interests of the Company have been duly authorized, are validly issued and are fully paid and, except to the extent otherwise provided under the law of the Company’s jurisdiction of formation, non-assessable and were issued in conformity with the Organizational Documents of the Company and all applicable contracts or Laws and were not issued in violation of, and are not subject to, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of applicable Law, the Organizational Documents of the Company or any contract to which the Company is or was a party or by which it is or was otherwise bound. There are no certificates representing any of the Equity Interests of the Company. Seller has made available to Buyer true and complete copies of the Organizational Documents, minute books, membership interest certificate books, membership interest transfer books and equity ledgers of the Company to the extent the same are in existence. (b) There are no rights or Contracts (including options, warrants, calls and preemptive rights) obligating the Company (A) to issue, sell, pledge, dispose of or encumber any Equity Interest of the Company, (B) to redeem, purchase or acquire in any manner any Equity Interests of the Company or (C) to make any dividend or distribution of any kind with respect to the Equity Interests of the Company (or to allow any participation in the profits or appreciation in value of the Company). There are no outstanding or authorized membership interest appreciation, phantom unit, profit participation, or similar rights affecting the Equity Interests of the Company. There are no agreements, instruments, proxies, judgments or decrees, whether written or oral, express or implied, other than this Agreement, relating to the voting of, sale, assignment, conveyance, transfer, delivery, right of first refusal, option or limitation on transfer of any Equity Interests of the Company.

  • Reorganization of the Company The existence of this Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • 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 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).

  • Recapitalizations If at any time or from time to time there ----------------- shall be a recapitalization of the Series A Preferred Stock (other than a subdivision, combination or merger or sale of assets transaction or like transaction provided for elsewhere in this Section 4), provision shall be made so that Holder shall thereafter be entitled to receive upon conversion of the Note the number of shares of stock or other securities or property of the Company, or otherwise, to which a holder of Series A Preferred Stock 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 4 with respect to the rights of Holder after the recapitalization to the end that the provisions of this Section 4 (including adjustment of the Conversion Price then in effect and the number of shares purchasable upon conversion of the Notes) shall be applicable after that event as they were before as nearly equivalent as may be practicable.

  • 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.

  • Reclassification of Shares If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

  • Liquidation of the Company The Company shall give the Escrow Agent written notification of the liquidation and dissolution of the Company in the event that the Company fails to consummate a Business Combination within the time period specified in the Prospectus.

  • Capitalization of the Partnership Subject to Section 8.2, the Partnership is authorized to issue two classes of Partnership Interests. The Partnership Interests shall be designated as General Partner Interests and Limited Partner Interests, each having such rights, powers, preferences and designations as set forth in this Agreement.

  • Reclassification, etc If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.

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