The Recapitalization. On the date hereof and subject to Section 3.9, the Parties shall effect the Recapitalization by consummating the First Redemption, the Financing Transactions, the Second Redemption and the Second Distribution in the order, on the terms, and subject to the conditions, set forth in this Article III.
The Recapitalization. As soon as practicable after satisfaction or, to the extent permitted under this Agreement, waiver of all conditions set forth in Article 9 (the “Closing Conditions”) (excluding conditions that by their nature cannot be satisfied until the Closing), and prior to the Effective Time, all outstanding shares of Clearwire Class B Common Stock will be converted into and exchanged for a corresponding number of shares of Clearwire Class A Common Stock (the “Recapitalization”).
The Recapitalization. Following the Distribution and immediately prior to the Effective Time, Grace intends to consummate the Recapitalization in which each holder of a Grace Common Share shall hold, immediately thereafter, a Grace Common Share and one one-hundredth of a NY Preferred Share.
The Recapitalization. Following the Redemption, the Company will recapitalize itself (the "RECAPITALIZATION") by amending and restating its Certificate of Incorporation to authorize two classes of capital stock, (i) the Common Stock, $.01 par value (the "COMMON STOCK") and (ii) the Preferred Stock, par value $1,000 per share (the "PREFERRED STOCK"). Pursuant to the Recapitalization, each issued and outstanding share of Capital Stock will be exchanged for (i) 4,337.1 shares of Common Stock and (ii) 390.339 shares of Preferred Stock. A chart showing the details of the Recapitalization is attached as the Recapitalization Schedule hereto.
The Recapitalization. At the Effective Time, all of the issued and outstanding PI Units shall hereby be automatically converted into the number of Class A Common Units as calculated by the board of managers of the Company under the Prior Agreement based on the terms determined at pricing of the IPO; provided however, that that any Class A Common Units received in exchange for PI Units subject to vesting shall continue to vest in accordance with the vesting schedule applicable to such PI Units, except the time-vesting of all Class A Common Units received as a result of the conversion of time-vesting PI Units granted by the Company in 2020 shall occur in three equal annual installments, with the first installment vesting on January 1, 2022, the second installment vesting on January 1, 2023, and the third installment vesting on January 1, 2024, subject to the holder’s continued service to the Company through each vesting date (such Class A Common Units subject to vesting, the “Unvested Class A Common Units”). Simultaneously with the conversion of PI Units, all of the issued and outstanding Common Units shall hereby be automatically converted into the number of Class A Common Units paired with a corresponding number of Class B Voting Units (with respect to the Founder Members) or Class C Voting Units (with respect to the TSG Members), as calculated by the board of managers of the Company under the Prior Agreement based on the terms determined at pricing of the IPO. The Members agree that immediately following the conversions pursuant to this Section 3.1(b)(i), no fractional Class A Common Unit will remain outstanding and any fractional Class A Common Unit held by a Member shall be rounded down to the nearest whole number.
The Recapitalization. Provided that this Agreement shall not have been terminated in accordance with Article IX, upon the satisfaction or waiver of the conditions set forth in Annex B, RGA and MetLife will effect the Recapitalization as follows:
(a) RGA will file the Amended and Restated RGA Articles of Incorporation with the Office of the Secretary of State, State of Missouri; (b) each share of RGA Common Stock will be reclassified as one share of RGA Class A Common Stock pursuant to the Amended and Restated RGA Articles of Incorporation; (c) immediately thereafter, each share of RGA Class A Common Stock held by MetLife and its Subsidiaries (other than the shares of RGA Class A Common Stock received by MetLife and its Subsidiaries in respect of the Recently Acquired Stock) will be exchanged for one share of RGA Class B Common Stock; and (d) the Board of Directors of RGA will adopt amended and restated bylaws of RGA, in substantially the form attached hereto as Exhibit B (the “Amended and Restated RGA Bylaws”).
The Recapitalization. Upon the terms and conditions hereinafter set forth and in accordance with the General Corporation Law of the State of Delaware (the "Delaware Law"), as of the Closing Date (as defined in Section 2.9), (i) the outstanding capital stock of the Company shall be reclassified in accordance with the Charter Amendments and the stockholders of record of the Company on the Closing Date shall be entitled to receive the Recapitalization Consideration (as defined in Section 1.3); and (ii) the name of the Company will be changed to "Fluor Daniel/GTI, Inc."
The Recapitalization. On or before the Closing Date the Company will be recapitalized and restructured pursuant to a series of transactions in which (a) TA will become a direct wholly-owned Subsidiary of the Company, (b) TA Holdings will be merged with and into the Company, (c) TA Franchise Systems Inc., a Delaware corporation ("TAFSI"), currently indirectly wholly-owned by the Company through TA Holdings and TA, will become a direct wholly-owned Subsidiary of the Company, (d) National will repay in full all outstanding Indebtedness under the Credit Agreement and the Subordinated Note Purchase Agreement respectively referred to in the National Purchase Agreements (the "EXISTING NATIONAL INDEBTEDNESS"), (e) TA will pay in full all outstanding Indebtedness under the Credit Agreement and the Subordinated Note Purchase Agreement respectively referred to in the TA Purchase Agreements (the "EXISTING TA INDEBTEDNESS" and, together with the Existing National Indebtedness, the "EXISTING INDEBTEDNESS"), and (f) the obligations of National in respect of the National Notes and TA in respect of the TA Notes shall be discharged. The transactions described in the preceding sentence are sometimes collectively referred to as the "RECAPITALIZATION". In order to finance the Recapitalization (i) the Company will issue up to $125,000,000 aggregate principal amount of its Senior Subordinated Notes due 2007 (the "SUBORDINATED NOTES"), (ii) the Company will purchase, or shall cause TA to repay or purchase, in either case for cancellation, $4,500,000 unpaid principal amount of TA Notes (the "REDEEMED NOTES") the holder of which is not one of the Noteholders, (iii) the Company will issue its senior secured notes in exchange for all other Original Notes as herein provided, (iv) the Company will enter into the Credit Agreement as defined below and (v) the Company will make capital contributions or advances to National and TA (including without limitation contributions of their respective Original Notes for cancellation) in amounts sufficient to enable National and TA to discharge their respective Existing Indebtedness and to pay accrued interest on the Original Notes, transaction costs and other related expenses.
The Recapitalization. 8 2.01 Amended Agreements; Termination of Distribution Support Agreement........................................... 8 (a) Amended Agreements.................................... 8 (b) Termination of Distribution Support Agreement............................................. 8 2.02 Payment of Special Distribution by Operating Partnership................................................. 8 2.03 Redemption.................................................. 9 (a) Redemption of Subordinated Units and APUs............. 9 (b) Payment of the Redemption Price....................... 9 (c) Delivery of Redeemed Securities....................... 9 2.04 Admission of Successor General Partner to Partnerships; Asset Purchase................................ 10 (a) Admission............................................. 10 (b) Asset Purchase........................................ 10
The Recapitalization. Section 1.1 Conversion of Series A Preferred Stock into AWT Common Stock........................................ 2 Section 1.2
