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 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.

  • 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 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.

  • 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.

  • 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.

  • 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.

  • Mr. Baldwin addressed the Board regarding the herbicide Glyphosate which is designed specifically to work on green plants by inhibiting the growth formation of the plants.

  • So long as the Borrower shall have any obligation under this Note, and following the Capitalization Amendment, the Borrower shall have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the conversion of this Note in full in accordance with the terms hereof.


More Definitions of Capitalization Amendment

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 Merger” Section 1.3
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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) "Charter Documents" Section 2.1(a)
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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 specified in Section 2.14(d).

  • Capitalization grant means the federal grant made to this state by the United States environmental protection agency for either of the following purposes:

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

  • 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.

  • Solicitation Amendment means a written document that is authorized by the Procurement Officer and issued for the purpose of making changes to the Solicitation.

  • Incremental Facility Agreement means an Incremental Facility Agreement, in form and substance reasonably satisfactory to the Administrative Agent, among the Borrower, the Administrative Agent and one or more Incremental Lenders, establishing Incremental Term Loan Commitments of any Series or Incremental Revolving Commitments and effecting such other amendments hereto and to the other Loan Documents as are contemplated by Section 2.20.

  • 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.

  • Restructuring Maturity Limitation Date means, with respect to a Valuation Obligation, the Limitation Date occurring on or immediately following the Credit Observation End Date. Notwithstanding the foregoing, if the final maturity date of the Restructured Bond or Loan with the latest final maturity date of any Restructured Bond or Loan occurs prior to the 2.5-year Limitation Date (such Restructured Bond or Loan, a "Latest Maturity Restructured Bond or Loan") and the Credit Observation End Date occurs prior to the final maturity date of such Latest Maturity Restructured Bond or Loan, then the Restructuring Maturity Limitation Date will be the final maturity date of such Latest Maturity Restructured Bond or Loan.

  • Modified Restructuring Maturity Limitation Date means with respect to a Reference Obligation, the date that is the later of (x) the Scheduled Maturity Date of the Notes and (y) 60 months following the Restructuring Date in the case of a Restructured Bond or Loan, or 30 months following the Restructuring Date in the case of all other Reference Obligations.

  • Additional Credit Extension Amendment means an amendment to this Agreement providing for any Incremental Commitments which shall be consistent with the applicable provisions of this Agreement relating to such Incremental Commitments and otherwise reasonably satisfactory to the Administrative 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 the form of Exhibit R (appropriately completed) executed and delivered in accordance with Section 2.14.

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

  • Restatement Agreement has the meaning set forth in the introductory statement of this Agreement.

  • Order Amendment means Our Authorised Order Amendment or series of Order Amendments, each Order Amendment having precedence over any earlier Order Amendment.

  • Price amendment means the amendment to a registration statement filed under the Securities Act of 1933 or, if an amendment is not filed, the prospectus or prospectus supplement filed under the Securities Act of 1933 that includes a statement of the offering price, underwriting and selling discounts or commissions, amount of proceeds, conversion rates, call prices, and other matters dependent upon the offering price.

  • L/C Amendment Application means an application form for amendment of outstanding Letters of Credit as shall at any time be in use at the Issuing Bank, as the Issuing Bank shall request.