Recapitalization Transactions Clause Samples
The Recapitalization Transactions clause defines the terms and conditions under which a company may restructure its capital, such as by issuing new shares, converting debt to equity, or altering its equity structure. This clause typically outlines the types of transactions considered recapitalizations, the process for obtaining necessary approvals, and any rights or obligations of existing shareholders during such events. Its core function is to provide a clear framework for managing significant changes to a company's capital structure, thereby ensuring transparency and protecting the interests of all stakeholders during potentially disruptive financial events.
Recapitalization Transactions. If at any time or from time to time there is any change in the capital structure of the Company by way of stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by other means, appropriate adjustments will be made in the provision hereof so that the rights and privileges granted hereby will continue.
Recapitalization Transactions. In the event of a subdivision of the outstanding Stock, a declaration of a dividend payable in Shares, a declaration of a dividend payable in a form other than Shares in an amount that has a material effect on the price of Shares, a combination or consolidation of the outstanding Stock (by reclassification or otherwise) into a lesser number of Shares, a recapitalization, a spin-off or a similar occurrence, the Committee shall make appropriate and equitable adjustments in:
(A) The class(es) and number of securities available for future Awards and the limitations set forth under Section 5;
(B) The class(es) and number of securities covered by each outstanding Award; and
(C) The Exercise Price under each outstanding Option and SAR.
Recapitalization Transactions. If a vote of holders of Shares (or any class or series of Shares) is required under any applicable law or stock exchange regulations in connection with a Recapitalization Transaction being implemented pursuant to Section 4.3 or is determined to be otherwise desirable by the Requisite Principal Investors in connection with a Recapitalization Transaction being implemented pursuant to Section 4.3, each holder of Shares agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Requisite Principal Investors may instruct by written notice to approve any aspect or aspects of such Recapitalization Transaction in connection with, or in furtherance of, the exercise by the Requisite Principal Investors of their rights under Section 4.3 and in all cases consistent with the provisions of such Section.
Recapitalization Transactions. The Recapitalization Transactions shall be consummated substantially concurrently with the effectiveness of the Amendment.
Recapitalization Transactions. The Company shall consummate the Recapitalization Transactions as promptly as practicable after the Closing and in no event more than thirty (30) days following the Closing.
Recapitalization Transactions. On or prior to the Closing Date, and subject to the terms and conditions set forth in this Agreement:
Recapitalization Transactions. (a) Each Shareholder hereby agrees, if requested by Gibco in connection with an IPO or Required Sale, to the extent determined in good faith by Gibco to be reasonably necessary or appropriate in connection therewith, to exchange or convert all or any portion of the Shares held by such Shareholder in any Recapitalization Transaction, in each case in the manner and on the terms set forth in this Section 3.9; provided, that notwithstanding anything to the contrary contained herein, no Recapitalization Transaction shall be permitted hereunder if such Recapitalization Transaction would materially adversely impact any Shareholder relative to any other Shareholder, without the prior written consent of such adversely affected Shareholder.
(b) The Company shall furnish a written notice (the “Recapitalization Notice”) to each Shareholder at least 10 Business Days prior to the consummation of any Recapitalization Transaction. The Recapitalization Notice shall set forth the principal terms and conditions of the proposed Recapitalization Transaction, including (i) the number of Shares to be exchanged or converted in the Recapitalization Transaction, (ii) the percentage of Shares owned by each of the Shareholders that are to be exchanged or converted by the Shareholders (the “Recapitalization Percentage”), (iii) the new form of securities to be received upon exchange or conversion of such Shares, (iv) the proposed or reasonably anticipated conversion or exchange date and (v) an explanation for the necessity and/or appropriateness of the Recapitalization in the context of such IPO or Required Sale. Following receipt of such Recapitalization Notice, each Shareholder may request additional information to assist such Shareholder in its evaluation of the impact of such Recapitalization Transaction on such Shareholder, and Gibco will endeavor in good faith to provide such information as soon as reasonably practicable. If the Recapitalization Transaction described in such Recapitalization Notice is consummated, each Shareholder shall: (x) be bound and obligated to convert or exchange the Recapitalization Percentage of such Shareholder’s Shares on the same terms and conditions as the other Shareholder; and (y) receive the same securities per Share exchanged or converted except for differences, if any, that relate to the election and voting power of directors; provided, that in the case of this clause (y), any such differences are consistent with the Shareholders’ rights under t...
Recapitalization Transactions. (a) Effective immediately prior to the Effective Time, (i) the Existing LLC Agreement shall be amended and restated and this Agreement shall be adopted and (ii) all of the membership interests in the Company prior to the adoption of this Agreement shall be recapitalized to consist solely of a single class of Units with the rights and privileges as set forth in this Agreement. The number of Units owned by each Member (other than PubCo) shall be determined within 20 calendar days following the closing of the IPO as set forth on Exhibit B hereto, which shall be effective as of the Effective Time.
(b) Immediately following the closing of the IPO (including the closing of the Option), PubCo shall contribute to the Company all of the net proceeds received by PubCo in connection with such closing and 33,202,500 shares of Class B Common Stock (the “Initial B Shares”) in exchange for the issuance of 20,297,500 Units.
(c) Pursuant to the terms of Exhibit B hereto and within three Business Days following the closing of the IPO, the Company shall distribute to the applicable Members an aggregate amount of cash equal to 17,353,382 times the initial public offering price per share of Class A Common Stock after allocable underwriting discounts and commissions (net of expenses that the underwriters agreed to reimburse PubCo in connection with the IPO), reduced by the Merger Consideration (as defined in Exhibit B hereto) payable to certain former Members (as defined in the Existing LLC Agreement).
(d) Pursuant to the terms of Exhibit B hereto and within 20 calendar days following the closing of the IPO (including the closing of the Option), (i) the Company shall distribute to each of the Members (other than PubCo) in accordance with the number of Units owned by each Member, the Initial B Shares, which will have been held by the Company for the benefit of such Members and (ii) PubCo shall take all actions necessary to cause the stock records of the Class B Common Stock to be held on the books and records of the Transfer Agent.
(e) The parties agree that for administrative convenience, in connection with the recapitalization of the Company in Section 3.1(a), the Members immediately prior to the Effective Time will receive a number of Units and the right to receive the distribution of cash set forth in Section 3.1(c) and Exhibit B hereto in lieu of receiving additional Units and shares of Class B Common Stock. For U.S. federal income (and applicable state and local) tax purpo...
Recapitalization Transactions. Subject to the terms and conditions of this Agreement, each of the Company and each Parent shall, and shall cause their respective Subsidiaries to, take all actions reasonably necessary to effect (and in the case of each Parent and its Subsidiaries, to cause the Company to effect), and the Subscriber shall assist and cooperate with the Company and each Parent in taking all steps reasonably necessary to facilitate and make effective, the Recapitalization Transactions as set forth on Annex A in accordance with applicable Law and in the sequence set forth in Annex A, no later than three (3) Business Days prior to the Closing; provided, the Subscriber’s obligations under this Section 6.03 shall not apply to the internal processes of the Subscriber and its Affiliates with respect to obtaining the PS Investment Approval pursuant to Section 9.03(f), which approval may be granted or withheld in the sole discretion of the general partner of the Subscriber. The Company and Parents shall provide the Subscriber with an opportunity to review and comment on all documentation necessary to effectuate the Recapitalization Transactions reasonably in advance of the execution thereof, and the final form of all such documentation shall be in a form reasonably acceptable to the Subscriber. Effective as of the Closing, the Existing Company LLC Agreement shall be amended and restated to be in the form reasonably acceptable to the Subscriber (as so amended and restated, the “Closing Company LLC Agreement”).
Recapitalization Transactions. If a vote of holders of Shares (or any class or series of Shares) is required under any applicable Law in connection with a Recapitalization Transaction being implemented pursuant to Section 4.3 or is determined to be otherwise desirable by the Majority Principal Investors in connection with a Recapitalization Transaction being implemented pursuant to Section 4.3, each holder of Shares (other than the Bank Investors and the Televisa Investors) agrees to cast all votes to which such holder is entitled in respect of the Shares, whether at any annual or special meeting, by written consent or otherwise, in such manner as the Majority Principal Investors may instruct by written notice to approve any aspect or aspects of such Recapitalization Transaction in connection with, or in furtherance of, the exercise by the Majority Principal Investors of their rights under Section 4.3 and in all cases consistent with the provisions of such Section.