The Recapitalization Clause Samples

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. 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. 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. The Partnership and PCMC shall -------------------- recapitalize Plum Creek Marketing, Inc., a Delaware corporation ("Marketing"), as follows (collectively, the "Recapitalization"): (a) Prior to the Effective Time (as defined below), the Partnership and PCMC, as the 96% and 4% stockholders, respectively, of Marketing, shall cause Marketing to amend its Certificate of Incorporation (the "Marketing Charter Amendment") to create two classes of common stock: voting common stock (the "Voting Common Stock") and nonvoting common stock (the "Nonvoting Common Stock"). The Nonvoting Common Stock and the Voting Common Stock will participate pro rata in all cash dividends paid by Marketing to its common stockholders, but the Nonvoting Common Stock will have no right to vote on the election of directors of Marketing or on any other transaction for which stockholders of Marketing may otherwise be given the right to vote pursuant to applicable law. The Marketing Charter Amendment will also provide that each outstanding share of Marketing's common stock, par value $.01 per share, will be reclassified into 9.9 shares of Nonvoting Common Stock. (b) Concurrently with the effectiveness of the Marketing Charter Amendment under the Delaware General Corporation Law, Marketing shall issue 10 shares of the Voting Common Stock, representing 1% in number of shares of its outstanding common stock, to members of management of the Partnership for their fair market value, as determined by the Partnership and agreed to by the other parties, with no single member holding in excess of 20% of such Voting Common Stock. The terms of any acquisition of securities by management pursuant to this section (including the terms of any financing obtained from the Partnership, the Corporation or any of their respective subsidiaries with respect thereto) shall be subject to the reasonable approval of the parties.

The Recapitalization. As of _____________ (the "Closing Date"), (i) the Company and the Shareholders shall cause the Certificate of Amendment to be filed with the Secretary of State of the State of New York (and in any other offices in which the Certificate of Amendment must be filed to become effective and to permit the consummation of the transactions contemplated by this Agreement), (ii) the Shareholders shall deliver to the Company for cancellation their shares of Old Class A Stock, and (iii) the Company shall issue to the Shareholders, in exchange for their shares of Old Class A Stock, the shares of New Class A Stock and New Preferred Stock set forth opposite their

The Recapitalization. Pursuant to Section 242 of the General Corporation Law of the State of Delaware ("Delaware Law"), as soon as practicable after satisfaction or, to the extent permitted hereunder, waiver of all conditions set forth in Article VIII, the Company will file an amended and restated certificate of incorporation in form and substance as set forth on Schedule 1.1 (the "Restated Certificate") with the Secretary of State of the State of Delaware. Except as otherwise provided herein, the transactions contemplated by this Agreement (collectively, the "Recapitalization") shall become effective at such time as the Restated Certificate is duly filed with the Secretary of State of the State of Delaware or at such later time as may be mutually agreed upon by the Company and each of the Unions and as is specified in the Restated Certificate (the "Effective Time").

The Recapitalization. 8 2.1. Recapitalization Transactions..................................8 2.2. Closing........................................................9 2.3.