Capitalization Amendment definition
Examples of Capitalization Amendment in a sentence
The Parent Stockholder Approval, the Name Change Amendment and the Capitalization Amendment shall have been duly approved and adopted by the stockholders of Parent by the requisite vote under the laws of the State of Delaware and the Parent Charter Documents and an executed copy of an amendment to Parent’s Certificate of Incorporation reflecting the Name Change Amendment and the Capitalization Amendment shall have been filed with the Delaware Secretary of State to be effective as of the Closing.
The Parent Stockholder Approval, the Name Change Amendment and the Capitalization Amendment shall have been duly approved and adopted by the stockholders of Parent by the requisite vote under the laws of the State of Delaware and the Parent Charter Documents and an executed copy of an amendment to Parent's Certificate of Incorporation reflecting the Name Change Amendment and the Capitalization Amendment shall have been filed with the Delaware Secretary of State to be effective as of the Closing.
Such efforts will include causing the Joint Proxy Statement/Prospectus to include the recommendation of the Board of Directors of the Company that its shareholders approve the Merger and related transactions, including the Capitalization Amendment; provided however, that the Board of Directors of the Company may modify or withdraw its recommendation if it determines, with the advice of outside counsel, that it may be required to do so in the exercise of its fiduciary duties.
The Parent Stockholder Approval, the Name Change Amendment and the Capitalization Amendment shall have been duly approved and adopted by the stockholders of Parent by the requisite vote under the laws of the State of Delaware and the Charter Documents of Parent and an executed copy of an amendment to Parent’s Certificate of Incorporation reflecting the Name Change Amendment and the Capitalization Amendment shall have been filed with the Delaware Secretary of State to be effective as of the Closing.
Subject to fiduciary duty obligations of the Board of Directors of the Company under applicable Legal Requirements, the Company will use its best efforts, in accordance with applicable Legal Requirements and the Articles of Incorporation and Bylaws of the Company, to have this Agreement, the Merger, the Capitalization Amendment and the transactions contemplated by this Agreement approved by the holders of capital stock of the Company entitled to vote thereon.
The Fourth Amended and Restated Articles of Incorporation of the Company, as amended, as in effect on the date of this Agreement, will be amended (the "Capitalization Amendment") to increase the authorized number of shares of Company Common Stock from 40,000,000 shares to 100,000,000 shares.
Promptly upon the adoption of the Capitalization Amendment, the Company shall (i) file with the Delaware Secretary of State a Certificate of Amendment to Certificate of Incorporation giving effect to the Capitalization Amendment and (ii) immediately upon the effectiveness of such filing, reserve a sufficient number of shares of Common Stock to allow for the full exercise and conversion of the Purchased Securities.
The Board of Directors of the Company will, subject to fiduciary duty obligations under applicable Legal Requirements, recommend that holders of Company Stock vote to adopt this Agreement and approve the Merger, the Capitalization Amendment and the transactions contemplated by this Agreement and will use best efforts to solicit from such holders proxies in favor of such approval and adoption and take all other action necessary or helpful to secure such favorable vote.
As promptly as practicable following the Closing, the effectiveness of the Additional Capitalization Amendment and the filing with the SEC of the Information Statement, Nesco shall consummate the Reverse Split by filing the Reverse Split Amendment in compliance with the applicable provisions of the NRS, and upon such filing, provide certified copies of such Amendment to HDS and its counsel.
Immediately upon consummation of the Exchange, Nesco shall effect the Nesco Name Change, unless the NRS requires approval thereof by Nesco Stockholders, in which event, Nesco shall effect the Nesco Name Change immediately upon the last to occur of filing of the Nesco Information Statement with the SEC and the filing of the Additional Capitalization Amendment with the Secretary or Department of State of Nevada.