Company Recapitalization definition

Company Recapitalization means the Company Warrant Settlement and the Company Preferred Conversion.
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Company Recapitalization means a recapitalization of the Company immediately prior to the Effective Time, pursuant to which (A) the Company Class B Stock will be created, (B) each share of Company Common Stock held by Futuronics will be exchanged for one share of Company Class B Stock, and (C) a number of shares of Company Common Stock (the "Executive Shares") equal to 5.1 percent of the total number of shares of Company Common Stock outstanding immediately prior to the Company Recapitalization shall be exchanged with certain individuals for a corresponding number of shares of Company Class B Stock as follows: (i) a number of shares of Company Common Stock held by Robexx X. Xxxxxxxxxxxx xxxal to 72.2 percent of the Executive Shares will be exchanged for a corresponding number of shares of Company Class B Stock, (ii) a number of shares of Company Common Stock held by Petex X. Xxxxxx xxxal to 10.3 percent of the Executive Shares will be exchanged for a corresponding number of shares of Company Class B Stock, (iii) a number of shares of Company Common Stock held by Richxxx Xxxxxx xxxal to 10.3 percent of the Executive Shares will be exchanged for a corresponding number of shares of Company Class B Stock and (iv) a number of shares of Company Common Stock held by Jennxxxx X.Xxxxxxxxx xxxal to 7.2 percent of the Executive Shares will be exchanged for a corresponding number of shares of Company Class B Stock.
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Company Recapitalization means a recapitalization of the Company immediately prior to the Effective Time, pursuant to which (A) each of the following individuals will purchase a number of shares of Company Common Stock (subject to adjustment as specified in the second sentence of the definition) from Parent (which Parent will own pursuant to Section 6.20) pursuant to the terms of the Equity Purchase Agreements as follows: (i) Max Xxxxxxx xxll purchase 23,202 shares of Company Common Stock for $240,717 cash, (ii) Ricxxxx Xxxxxxx xxll purchase 41,205 shares of Company Common Stock for $427,500 cash, (iii) Garx Xxeds will purchase 2,410 shares of Company Common Stock for $25,000 cash, (iv) Terxx Xxxx xxll purchase 3,855 shares of Company Common Stock for $40,000 cash, (v) Jim Xxxxxx xxll purchase 2,410 shares of Company Common Stock for $25,000 cash, (vi) Denxxx Xxxxx xxll purchase 24,096 shares of Company Common Stock for $250,000 cash, (vii) Ricx Xxxxxx xxll purchase 2,410 shares of Company Common Stock for $25,000 cash, (viii) Ken Xxxxxx xxll purchase 2,410 shares of Company Common Stock for $25,000 cash, (ix) Johx XxXxxxxxx xxll purchase 57,831 shares of Company Common Stock for $600,000 cash, and (x) Johx Xxxxxxxx xxll purchase 3,373 shares of Company Common Stock for $35,000 cash, (B) the Company New Preferred Stock will be created, (C) each of the following individuals will purchase a number of shares of the Company New Preferred Stock as follows: (i) Mauxxxx Xxxxxxx xxll contribute 19,880 shares of Company Common Stock for 19,880 shares of Company New Preferred Stock, (ii) Josxxx Xxxxxxx xxll contribute 8,711 shares of Company Common Stock for 8,711 shares of Company New Preferred Stock, (iii) Max Xxxxxxx xxll contribute 55,422 shares of Company Common Stock for 55,422 shares of Company New Preferred Stock, (iv) Stexx Xxxxxx xxll contribute 20,000 shares of Company Common Stock for 20,000 shares of Company New Preferred Stock, (v) Ricxxxx Xxxxxxx xxll contribute 41,205 shares of Company Common Stock for 41,205 shares of Company New Preferred Stock, (vi) Garx Xxeds will contribute 2,410 shares of Company Common Stock for 2,410 shares of Company New Preferred Stock, (vii) Terxx Xxxx xxll contribute 3,855 shares of Company Common Stock for 3,855 shares of Company New Preferred Stock, (viii) Jim Xxxxxx xxll contribute 2,410 shares of Company Common Stock for 2,410 shares of Company New Preferred Stock, (ix) Denxxx Xxxxx xxll contribute 24,096 shares of Company Common Stock for 24...
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Examples of Company Recapitalization in a sentence

  • The Company shall take all action necessary, in accordance with applicable law and its Certificate of Incorporation and By-Laws, to convene a special meeting of the holders of Company Common Stock (the "Company Meeting") as promptly as practicable for the purpose of considering and taking action upon this Agreement and the Company Recapitalization.

  • The Board of Directors of the Company has approved the Merger and the Company Recapitalization and adopted this Agreement and recommended that holders of Company Common Stock vote in favor of and approve the Merger and the Company Recapitalization and the adoption of this Agreement at the Company Meeting.

  • Such Company Shareholder shall not apply to any Governmental Authority claiming that the Company Recapitalization Approval, Company Conversion Approval, Company Closing Approval, Other Company Approvals, Business Combination Agreement, any Ancillary Agreement, Merger or any other Transaction is oppressive or unfairly discriminatory to or otherwise prejudicial to, or undertaken without due regard to the interests of, any member, shareholder or holder of debentures of the Company or any other Person.

  • Promptly upon the written request of the Company or BSAQ, each Shareholder shall duly execute and deliver a separate proxy instrument, in form and substance reasonably satisfactory to the Company, making specific reference to the Company Recapitalization Approval, Company Conversion Approval, Company Closing Approval and the Other Company Approvals, as applicable.

  • For the avoidance of doubt, the Company’s ability to consummate any Company Recapitalization Debt Financing and SPAC’s compliance with this Section 7.09(a) shall not be construed as conditions to the consummation of the Transactions.

  • Each share of Company Common Stock outstanding after giving effect to the Company Recapitalization shall be converted into 0.180 fully paid and nonassessable shares of Parent Common Stock (the "Exchange Ratio").

  • The Company shall promptly notify SPAC of the details and descriptions of any proposed Company Recapitalization Debt Financing as such details become available.

  • Each share of Company New Preferred Stock outstanding upon consummation of the Company Recapitalization shall be converted into one validly issued, fully paid and nonassessable share of Company Common Stock.

  • Each share of Company Common Stock outstanding immediately prior to the Effective Time, after giving effect to the Company Recapitalization (the "Canceled Company Stock") shall be converted into the right to receive, without interest thereon, from Parent an amount in cash equal to $10.375.

  • The total number of shares of Company Common Stock which will be outstanding immediately prior to the Effective Time, after giving effect to the Company Recapitalization shall be no less than 6,900,280 (subject to increase for the exercise of up to 148,000 In-the-Money Company Stock Options) (the "Cash Consideration").


More Definitions of Company Recapitalization

Company Recapitalization has the meaning specified in the Recitals hereto.
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Company Recapitalization shall have the meaning set forth in Section 2.1(a)(ii).
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Company Recapitalization has the meaning given to it in the definition of Solvent Reorganisation;
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Company Recapitalization shall have the meaning ascribed to such term in Section 6.1(f) hereof.
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Company Recapitalization means a recapitalization of the Company immediately prior to the Effective Time, pursuant to which (A) the Company Class B Stock will be created, (B) each share of Company Common Stock held by Futuronics will be exchanged for one share of Company Class B Stock, and (C) a number of shares of Company Common Stock (the "Executive Shares") equal to 5.1 percent of the total number of shares of Company
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Company Recapitalization is defined in the recitals to this Agreement.
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Related to Company Recapitalization

  • Recapitalization means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

  • Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

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

  • Change in Capitalization means any increase or reduction in the number of Shares, or any change (including, but not limited to, in the case of a spin-off, dividend or other distribution in respect of Shares, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company or another corporation, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise.

  • Reclassification Event means any of the following: (a) any reclassification or recapitalization of PubCo Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 4.1(e)), (b) any merger, consolidation or other combination involving PubCo, or (c) any sale, conveyance, lease or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Shares shall be entitled to receive cash, securities or other property for their PubCo Shares.

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;

  • Capitalization fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.

  • Company Change of Control means any of the following events:

  • Fully Diluted Capitalization means the aggregate number, as of immediately prior to the First Equity Financing, of issued and outstanding shares of Capital Stock, assuming full conversion or exercise of all convertible and exercisable securities then outstanding, including shares of convertible Preferred Stock and all outstanding vested or unvested options or warrants to purchase Capital Stock, but excluding (i) the issuance of all shares of Capital Stock reserved and available for future issuance under any of the Company’s existing equity incentive plans, (ii) convertible promissory notes issued by the Company, (iii) any SAFEs, and (iv) any equity securities that are issuable upon conversion of any outstanding convertible promissory notes or SAFEs.

  • Corporate Change means one of the following events: (i) the merger, consolidation, or other reorganization of the Company in which the outstanding Stock is converted into or exchanged for a different class of securities of the Company, a class of securities of any other issuer (except a direct or indirect wholly owned subsidiary of the Company), cash or other property; (ii) the sale, lease or exchange of all or substantially all of the assets of the Company to any other corporation or entity (except a direct or indirect wholly owned subsidiary of the Company); or (iii) the adoption by the stockholders of the Company of a plan of liquidation or dissolution.

  • Reclassification means the upgrading of a position to a higher classification as a result of the gradual increase of the duties being performed by the incumbent in that position.

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Parent Change of Control means the occurrence of any of the following:

  • Company Capital Stock means the Company Common Stock and the Company Preferred Stock.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

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

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Change in Control Transaction means the occurrence of any of the following events:

  • Reverse Split has the meaning set forth in Section 5.21.

  • Reorganization Transactions shall have the meaning set forth in the Recitals.

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;