Authorized Capital Increase definition

Authorized Capital Increase has the meaning specified in Section 6.04.
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Authorized Capital Increase has the meaning set forth in the recitals to this Agreement.
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Authorized Capital Increase has the meaning set forth in Section 1.5(a) to this Exhibit C.
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Examples of Authorized Capital Increase in a sentence

  • The Company’s Certificate of Incorporation shall have been amended to effect the Authorized Capital Increase.

  • Upon consummation of the Authorized Capital Increase, the Shares will be duly authorized and, when issued and paid for in accordance with this Agreement, duly and validly issued, fully paid and nonassessable, free and clear of all Liens other than restrictions on transfer provided for in this Agreement.

  • The Company has reserved from its duly authorized capital stock, subject to consummation of the Authorized Capital Increase, the shares of Common Stock issuable pursuant to this Agreement.

  • The Company shall not propose to its stockholders the adoption of any of the Governance Proposals, the Authorized Capital Increase Proposal, the Name Change Proposal or the Stockholder Rights Proposal as independent amendments to the Company’s Restated Certificate of Incorporation, but only as amendments to be adopted upon the effectiveness of the Merger.

  • No adjustment will be made for a dividend or other right for which the record date is prior to the date the Authorized Capital Increase is registered with the Commercial Register of the Company.

  • The execution, delivery and performance by CXP of the Transaction Agreements and the consummation by CXP of the Transactions have been duly authorized by all necessary corporate action on the part of CXP, other than the formal declaration of the Cash Dividend by the Board of Directors of CXP and the approval of the Reclassification, the Governance Proposals the Authorized Capital Increase Proposal, the Name Change Proposal and the Stockholder Rights Plan Proposal by the stockholders of CXP.

  • Assuming the implementation of the Authorized Capital Increase, the Corporation covenants and agrees that all Shares which shall be so issuable will, upon issuance, be duly authorized and issued, fully paid and non-assessable.

  • Following effectiveness of the Authorized Capital Increase, the Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may be required to fulfill its obligations in full under the Transaction Documents.

  • The Special Committee and the Board of Directors of the Company shall recommend to the stockholders of the Company that the stockholders adopt this Agreement and approve each of the Governance Proposals, the Authorized Capital Increase Proposal, the Name Change Proposal and the Stockholder Rights Proposal.

  • This Warrant shall expire and all rights to purchase Shares hereunder shall cease and become null and void at 5:00 p.m. (Eastern Standard Time) on the later of ____________, 2004 and the date which is 18 months after the date upon which the Corporation implements the Authorized Capital Increase.

Related to Authorized Capital Increase

  • Capital Increase has the meaning set out in Clause 3.2.4(iii).

  • Incremental Increase has the meaning specified in Section 2.16(a).

  • Annual increase means, initially, fifty-nine cents per month

  • Commitment Increase Date has the meaning assigned to such term in Section 2.08(e).

  • Incremental Revolving Increase has the meaning set forth in Section 2.16(a).

  • Commitment Increase has the meaning specified in Section 2.18(a).

  • Committed Capital means $20,837,637.00 for 14,129,250 Class A Capital Units to be issued with respect to Members receiving Class A Capital Units in the Reorganization, and, with respect to any additional Members, the purchase price of the Capital Units subscribed for in any subsequent offering pursuant to a subscription agreement that has been accepted by the Company, regardless of whether such purchase price has been fully paid.

  • Leverage Increase Period has the meaning specified in Section 7.11(a).

  • Value Increase shall have the meaning ascribed to it in Section 2.4(d)(i).

  • Maximum Incremental Facilities Amount means, at any date of determination, (a) the sum of (i) $500,000,000, plus (ii) an amount such that the Borrower is in Pro Forma Compliance with the Senior Secured Leverage Test (for the avoidance of doubt without netting any cash from the proceeds of any Indebtedness being incurred in reliance on such test and, if applicable, assuming the full amount of any New Revolving Credit Commitments are drawn), plus (iii) amounts used to incur Indebtedness the Net Cash Proceeds of which are substantially concurrently used to refinance or replace Revolving Credit Commitments and/or Term Loans (including any fees, accrued interest or other amounts owing in respect thereof), plus (iv) from and after the 2012 Extension Effective Date, the aggregate principal amount of 2014 Term Loans outstanding as of such date of determination, provided that such additional amounts pursuant to this clause (iv) are only available to the extent such amounts are used to incur Indebtedness the Net Cash Proceeds of which are substantially concurrently used to prepay 2014 Term Loans in accordance with Section 5.1 of this Agreement (such prepaid 2014 Term Loans, “Incremental Facility Prepaid 2014 Term Loans”) plus (v) the Dollar Equivalent principal amount of Term Loans (other than New Term Loans, Incremental Facility Prepaid 2014 Term Loans or Term Loans refinanced or replaced pursuant to clause (iii) above) voluntarily prepaid pursuant to Section 5.1 prior to such date, plus (vi) the amount of all Revolving Credit Commitments that have either been permanently reduced pursuant to Section 4.2 or have otherwise terminated in accordance with the terms of this Agreement after the 2012 Extension Effective Date (without duplication of the amounts incurred pursuant to clause (iii) above) minus (b) the sum of (i) the aggregate principal amount of New Loan Commitments incurred pursuant to Section 2.14(a) prior to such date and (ii) the aggregate principal amount of Permitted Other Indebtedness issued or incurred pursuant to Section 10.1(bb)(i)(a) prior to such date.

  • Fixed Incremental Amount means (i) the greater of $920,000,000 and 100% of Consolidated EBITDA as of the last day of the most recently ended Test Period minus (ii) the aggregate outstanding principal amount of all Incremental Facilities, Incremental Equivalent Debt and/or Indebtedness incurred pursuant to Section 7.03(r)(ii)(A), in each case incurred or issued in reliance on this definition.

  • Commitment Increase Notice has the meaning assigned to such term in Section 2.19.

  • Available Incremental Amount has the meaning specified in Section 2.14(4)(c).

  • Required Capital Amount means with respect to any Series, the amount required to be deposited in the Capital Subaccount on the Series Issuance Date of such Series, as specified in the related Series Supplement.

  • Incremental Facility Amendment has the meaning assigned to such term in Section 2.20(f).

  • Incremental Facility Closing Date has the meaning set forth in Section 2.14(d).

  • Minimum capital or "minimum required capital" means the capital that must be constantly maintained by a stock insurance corporation as required by statute.

  • Commitment Increase Supplement as defined in subsection 2.20(c).

  • Initial Dollar Principal Amount means $1,000,000,000, or such higher amount as is specified in any Notice of Additional Issuance under Section 2.09 hereof.

  • Incremental Facility has the meaning specified in Section 2.16(a).

  • Maximum Incremental Amount means, at any time, the sum of (a) $1,400.0 million minus the Dollar Equivalent amount (measured at the time of incurrence) of New Term Loans, New Revolving Commitments and Permitted Alternative Incremental Facilities Debt previously established or incurred in reliance on this clause (a) plus (b) the aggregate Dollar Equivalent amount (measured at the time of prepayment or reduction) of Term Loans and Revolving Commitments outstanding on the Closing Date (or established pursuant to clause (a) above) that are optionally prepaid or optionally reduced (other than with the proceeds of long-term Indebtedness (other than borrowings under any revolving credit facility) and other than Revolving Commitments replaced with New Revolving Commitments) following the Closing Date and on or prior to such time (and, in the case of any prepayment of Term Loans pursuant to Section 2.08(d), based on the Dollar Equivalent amount (measured at the time of each applicable prepayment) expended by the Borrowers pursuant to such Section 2.08(d) and not the principal amount) plus (c) an unlimited amount so long as, in the case of this clause (c) only, on a pro forma basis (including the application of proceeds therefrom but excluding any increase in cash and cash equivalents and treating any New Revolving Commitments established pursuant to this clause (c) as fully drawn and all Permitted Alternative Incremental Facilities Debt incurred pursuant to this clause (c) as secured by Liens whether or not actually secured (but without giving effect to any substantially simultaneous incurrence of any New Term Loans, New Revolving Commitments or Permitted Alternative Incremental Facilities made pursuant to the foregoing clauses (a) and (b))), the Consolidated Secured Debt Ratio would not exceed 3.00 to 1.00 (it being understood that the Borrowers shall be deemed to have used amounts under clause (c) (to the extent compliant herewith) prior to utilization of amounts under clause (a) or (b)).

  • Increase Date has the meaning specified in Section 2.18(a).

  • Incremental Amount means, at any time, the excess, if any, of (a) $200.0 million over (b) the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Facility Commitments established prior to such time pursuant to Section 2.21.

  • Requisite Amount has the meaning specified in the Spread Account Agreement.