Authorized Share Amendment means an amendment to the Borrower’s certificate of incorporation, as amended, increasing the number of authorized shares of Common Stock to an amount that is sufficient, in the Borrower’s sole judgment after taking into account all shares of Common Stock outstanding on the Business Day immediately preceding the date that the definitive proxy statement relating to the Authorized Share Amendment is filed with the Commission, as well as all shares of Common Stock reserved or necessary to satisfy the Borrower’s obligations as of such date to issue shares of Common Stock pursuant to the terms of any then outstanding convertible or exchangeable securities or contractual obligations (other than the Notes) or the Borrower’s anticipated future capital raising activities, to settle the conversion of all then-outstanding Notes at the Conversion Rate then applicable, after giving effect to the maximum number of shares of Common Stock that may be deliverable upon conversion in connection with a Make-Whole Fundamental Change, plus such additional number of shares of Common Stock that the Borrower reasonably anticipates issuing in connection with Amortization Payments and Interest Make-Whole Payments on the Notes, in each case without giving effect to any Beneficial Ownership Limitation.
Authorized Share Amendment has the meaning set forth in Section 4.9 hereof.
Authorized Share Amendment shall have the meaning assigned such term in Section 4.02.
Examples of Authorized Share Amendment in a sentence
Subject to the filing, with the Secretary of State of the State of Delaware, of the Authorized Share Amendment, the Company will reserve from its duly authorized capital stock the maximum number of Conversion Shares issuable pursuant to Notes.
The Company shall reserve and keep available, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue the maximum number of Conversion Shares issuable pursuant to the conversion of the Notes, subject to obtaining the Requisite Stockholder Approval of the Authorized Share Amendment and the filing, with the Secretary of State of the State of Delaware, of the Authorized Share Amendment.
Other than the Nasdaq Stockholder Approval and receipt by the Company of requisite approval from its stockholders of the Authorized Share Amendment (together, the “Requisite Stockholder Approvals”), no further approval or authorization of any stockholder, the Board of Directors or other person is required for the issuance of the Notes or the Conversion Shares.
More Definitions of Authorized Share Amendment
Authorized Share Amendment shall have the meaning assigned to such term in Section 7.06.
Authorized Share Amendment means the amendment to the Articles to be submitted to a vote at the Annual Meeting whereby the Corporation is proposing to increase the authorized shares of Common Stock from 2,000,000 shares to 250,000,000 shares.
Authorized Share Amendment means an amendment to the Company’s Amended and Restated Certificate of Incorporation, increasing the number of authorized shares of Common Stock to an amount that is sufficient, in the Company’s sole judgment, to settle the conversion of all then-outstanding Notes at the conversion rate then applicable without giving effect to any Beneficial Ownership Limitation (as defined below).
Authorized Share Amendment means an amendment to our certificate of incorporation to increase the number of authorized shares of common stock to an amount that is sufficient, in our sole judgment after taking into account all shares of common stock outstanding, as well as all shares of common stock reserved or necessary to satisfy the company’s obligations to issue shares of common stock pursuant to the terms of any then outstanding convertible or exchangeable securities or contractual obligations (other than the Notes) or the company’s anticipated future capital raising activities, to settle the conversion of all then-outstanding Notes at the conversion rate then applicable, after giving effect to the maximum number of shares of common stock that may be deliverable upon conversion in connection with a Make-Whole Fundamental Change, plus such additional number of shares of common stock that the
Authorized Share Amendment means an amendment to the Company’s Amended and Restated Articles of Incorporation increasing the number of authorized shares of Common Stock to an amount that is sufficient, after taking into account all shares of Common Stock outstanding on the Business Day immediately preceding the date that the definitive proxy statement relating to the Authorized Share Amendment is filed with the SEC, as well as all shares of Common Stock reserved or necessary to satisfy the Company’s obligations as of such date to issue shares of Common Stock pursuant to the terms of any then outstanding convertible or exchangeable securities or contractual obligations (other than the Notes), to settle the conversion of all then-outstanding Notes (assuming Physical Settlement) at the Conversion Rate then applicable, after giving effect to the maximum number of Shares that may be issued by the Company in satisfaction of its Make-Whole Obligation for all such Notes, in each case without giving effect to any Ownership Limitation, assuming for purposes of the calculations required by this definition that the Conversion Make-Whole Share Price is equal to one-half (1/2) the lesser of (x) the Conversion Price and (y) the simple average of the ten (10) Daily VWAPs for the ten (10) Trading Day period ending on, and including, the Trading Day immediately preceding the date that the applicable definitive proxy statement relating to the Authorized Share Amendment is filed with the SEC.
Authorized Share Amendment means a certificate of amendment to the Forest Charter providing for an increase in the number of authorized shares of Forest Common Stock in substantially the form attached as Exhibit A-2 to this Agreement.
Authorized Share Amendment is defined in the Note.