Capitalization Amendment definition

Capitalization Amendment means an amendment to the Company’s Articles of Incorporation for the authorization of a sufficient number of shares of Common Stock to convert all issued and outstanding shares of Series B Preferred Stock into Common Stock pursuant to Board of Director approval and the Stockholder Approval.
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Capitalization Amendment. Section 9.1(a)
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Capitalization Amendment. Section 5.1(a) "Certificate of Merger" Section 1.2 "Charter Documents" Section 2.1(a) "Closing" Section 1.2 "Closing Date" Section 1.2 "Code" Recital C "Company" Heading "Company Certificates" Section 1.5(b) "Company Closing Certificate" Section 6.3(a) "Company Common Stock" Section 1.5(a) "Company Contracts" Section 2.19(a) "Company Intellectual Property" Section 2.18 "Company Preferred Stock" Section 2.3(a) "Company Products" Section 2.18 "Company Registered Intellectual Property" Section 2.18 "Company Schedule" Article II Preamble "Company Stock Options" Section 2.3(a) "Continental" Section 5.4(b) "Corporate Records" Section 2.1(c) "DGCL" Recital A "Deductible" Section 7.4(c) "Disclosure Schedules" Section 5.14 "Dissenter" Section 1.17(a) "Dissenting Shares" Section 1.17(b) "EBIT" Section 1.18(b) "EBIT Shares" Section 1.18(a) "EBIT Target" Section 1.18(c) "Effect of the Merger" Section 1.3 "Effective Time" Section 1.2 "Environmental Law" Section 2.16(b) "Escrow Agreement" Section 1.11 "Escrow Termination Date" Section 1.11 "Escrow Shares" Section 1.11 55
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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.

  • 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.

  • 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.

  • 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.

  • 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.

  • If Stockholder Approval has been obtained, upon the filing the Capitalization Amendment with the State of Nevada and the effectiveness of the Capitalization Amendment under Nevada law (the date of such effectiveness, the “ Conversion Date”), the Company shall promptly instruct the Conversion Agent to convert into Common Stock, without further action by any person, all then outstanding shares of Series B Preferred Stock.

  • As soon as practicable following the Closing Date, Nesco shall effect the Nesco Name Change, by obtaining all required security holder approvals therefor and executing, delivering and filing the Additional Capitalization Amendment.

  • Prior to the Closing Date, Nesco shall have obtained all necessary authorization of the Nesco Board to the Nesco Name Change and the filing of the Additional Capitalization Amendment.


More Definitions of Capitalization Amendment

Capitalization Amendment. Section 5.1(a) "Charter Documents" Section 2.1(a)
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Capitalization Amendment. Section 5.1(a) "Certificate of Merger" Section 1.2 "Charter Documents" Section 2.1(a) "Closing" Section 1.2 "Closing Date" Section 1.2 "Code" Recital C "Committee" Section 1.14(a) "Company" Heading "Company Certificates" Section 1.6(c) "Company Closing Certificate" Section 6.3(a) "Company Common Stock" Section 1.5(a) "Company Contracts" Section 2.19(a) "Company Intellectual Property" Section 2.18 59
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Capitalization Amendment. Section 5.1(a) "Certificate of Incorporation; Bylaws" Section 1.4 "Certificate of Merger" Section 1.2 "Certificates" Section 1.6(b)
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Capitalization Amendment. Section 5.1(a) “Certificate of Merger” Section 1.3
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Related to Capitalization Amendment

  • Extension Amendment has the meaning set forth in Section 2.16(d).

  • Recapitalization Agreement shall have the meaning set forth in the Recitals.

  • Incremental Term Loan Amendment has the meaning assigned to such term in Section 2.20.

  • ESG Amendment has the meaning specified in Section 2.18.

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

  • Major Amendment means any change which is not a minor amendment.

  • Capitalization Reimbursement Amount As to any Distribution Date, the amount of Advances or Servicing Advances that were added to the Stated Principal Balance of the related Mortgage Loans during the prior calendar month and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date pursuant to Section 3.10(a)(vii), plus the Capitalization Reimbursement Shortfall Amount remaining unreimbursed from any prior Distribution Date and reimbursed to the Master Servicer or Subservicer on or prior to such Distribution Date.

  • Permitted Policy Amendment is an amendment, modification, termination or restatement of the Investment Policies, that is either (a) approved in writing by the Administrative Agent (with the consent of the Required Lenders), (b) required by applicable law or Governmental Authority, or (c) not material.

  • Liquidity Capitalization means the number, as of immediately prior to the Liquidity Event, of shares of the Company’s capital stock (on an as-converted basis) outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding: (i) shares of Common Stock reserved and available for future grant under any equity incentive or similar plan; (ii) any SAFEs; and (iii) convertible promissory notes.

  • Incremental Facility Agreement means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Agent and the Borrower, among the Borrower, the Agent and one or more Incremental Lenders, establishing Incremental Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.18.

  • Corrective Extension Amendment has the meaning specified in Section 2.16(6).

  • Refinancing Amendment means an amendment to this Agreement in form and substance reasonably satisfactory to the Administrative Agent and the Borrower executed by each of (a) the Borrower and Holdings, (b) the Administrative Agent and (c) each Additional Lender and Lender that agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred pursuant thereto, in accordance with Section 2.21.

  • Charter Amendment means the Certificate of Amendment to the Certificate of Incorporation, in the form attached hereto as Exhibit D.

  • Additional Credit Extension Amendment means an amendment to this Agreement providing for any New Term Loans which shall be consistent with the applicable provisions of this Agreement relating to New Term Loans otherwise satisfactory to the Agent and the Borrower.

  • Qualifying Amendment means an amendment or supplement to the Proxy Statement (including by incorporation by reference) to the extent it contains (i) a Change in the Company Recommendation, (ii) a statement of the reasons of the Board of Directors of the Company for making such Change in the Company Recommendation and (iii) additional information reasonably related to the foregoing.

  • Permitted Amendment means, with respect to any Shared-Loss Loan Commitment or Shared-Loss Loan, any amendment, modification, renewal or extension thereof, or any waiver of any term, right, or remedy thereunder, made by the Assuming Bank in good faith and otherwise in accordance with the applicable requirements set forth in Article III of this Commercial Shared-Loss Agreement and the then effective written internal credit policy guidelines of the Assuming Bank; provided, that:

  • Capitalization Date has the meaning set forth in Section 3.2(a).

  • Incremental Commitment Agreement means each Incremental Commitment Agreement in substantially the form of Exhibit P (appropriately completed, and with such modifications as may be reasonably satisfactory to the Administrative Agent) executed and delivered in accordance with Section 2.15.

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

  • Restatement Agreement means the Restatement Agreement to the Existing Credit Agreement, dated as of July 17, 2015, by and among the Borrower, the other Loan Parties, the Administrative Agent, the Lenders party thereto and the other parties thereto.

  • L/C Amendment Application means an application form for amendment of outstanding standby or commercial documentary letters of credit as shall at any time be in use at the Issuing Bank, as the Issuing Bank shall request.