Examples of Authorized Shares Amendment in a sentence
On the date that is 15 days following the receipt of the Requisite Shareholder Approval and the Authorized Shares Amendment each outstanding share of Series B Participating Preferred Stock shall automatically be exchanged into a number of newly issued shares of Common Stock equal to the Participation Factor, as may be adjusted pursuant to Section 7 (such automatic exchange pursuant to this Section 6(a), the “Mandatory Exchange”).
Stock issuable upon exercise of options that will vest on September 30, 2020, which options are not exercisable unless and until the Authorized Shares Amendment Proposal is approved by our Stockholders and we have filed the corresponding Certificate of Amendment to our Existing Charter.
The Board of Directors recommends that you vote: Proposal 1: FOR the Exchange Cap Proposal;Proposal 2: FOR the Authorized Shares Amendment; Proposal 3: FOR the Adjournment Proposal; 2022 Virtual Special Stockholder Meeting The Board of Directors has determined to hold the Special Meeting virtually to facilitate stockholder attendance and participation by stockholders from all locations at no cost.
As and solely to the extent required by applicable law, as promptly as possible following the effective date of the termination of registration of the Common Stock under Section 12(g) of the Exchange Act, Holdings shall seek the adoption and approval of its stockholders, by written consent or by vote taken at a duly called meeting of stockholders, of the Series A Amendment, the Authorized Shares Amendment and, if applicable, the other transactions contemplated by the Restructuring.
Approval ofthe Exchange Cap Proposal and the Adjournment Proposal will require the affirmative vote of the majority of the total votes cast on such proposal.Approval of the Authorized Shares Amendment will require the affirmative vote of the holders of at least 662⁄3% of outstanding shares of our common stock as of the Record Date.
Nevertheless, aspects of the Authorized Shares Amendment and the alterations and changes it made on New Spire’s capital structure and the lack of developed case law related to Section 242(b)(2) create doubt as to whether the shareholder vote approving the amendment fully satisfied DGCL Section 242(b)(2).
The issuance of the Exchange Notes, the Bridge Note, the Consideration Shares and the Closing of the transactions contemplated by this Agreement is subject to Stockholder Approval and the filing of the Authorized Shares Amendment.
Promptly and not later than three Business Days following obtaining the Authorized Shares Shareholder Approval, the Company shall file the Authorized Shares Amendment with the Secretary of State of Delaware.
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