Initial Charter Amendment definition

Initial Charter Amendment has the meaning set forth in the Recitals.

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Initial Charter Amendment shall have the meaning set forth in the Restructuring and Merger Agreement. (D) "Old Class A Common Stock" (i) prior to the filing of the Subsequent Charter Amendment pursuant to K.S.A. Section 17-6003(d), shall have the meaning set forth in the Initial Charter Amendment, and (ii) after the filing of the Subsequent Charter Amendment pursuant to K.S.A. Section 17-6003(d), shall have the meaning set forth in the Subsequent Charter Amendment. (E) "PCS Group Common Stock" shall mean Series 1 PCS Stock, and/or Series 2 PCS Stock, and/or Series 3 PCS Stock, in each case as the context requires. (F) "PCS Group Multiple" shall have the meaning set forth in Section 2(B). (G) "Recapitalization" shall mean the reclassification of each outstanding share of Sprint Common Stock into one share of Series 1 FON Stock and one-half of a share of Series 1 PCS Stock to be effected by filing of the Subsequent Charter Amendment. (H) "Restructuring and Merger Agreement" shall mean that certain agreement, dated as of May 26, 1998, by and among the Corporation, Tele- Communications, Inc., a Delaware corporation, Comcast Corporation, a Pennsylvania corporation, ▇▇▇ Communications, Inc., a Delaware corporation, TCI Spectrum Holdings, Inc., a Colorado corporation, Comcast Telephony Services, a Delaware general partnership, Cox Telephony Partnership, a Delaware general partnership, Sprint Enterprises, L.P., a Delaware limited partnership, TCI Philadelphia Holdings, Inc., a Delaware corporation, Com Telephony Services, Inc., a Delaware corporation, Comcast Telephony Services, Inc., a Delaware corporation, Cox Telephony Partners, Inc., a Delaware corporation, ▇▇▇ Communications Wireless, Inc., a Delaware corporation, SWV One, Inc., a Delaware corporation, SWV Two, Inc., a Delaware corporation, SWV Three, Inc., a Delaware corporation, SWV Four, Inc., a Delaware corporation, SWV Five, Inc., a Delaware corporation, and SWV Six, Inc., a Colorado corporation. (I) "Series 2 Common Stock" shall mean the Common Stock - Series 2, par value $2.50 per share, of the Corporation, which will be created by the filing of the Initial Charter Amendment. (J) "Series 1 FON Stock" shall mean the FON Common Stock - Series 1, par value $2.00 per share, of the Corporation, which will be created by the filing of the Subsequent Charter Amendment. (K) "Series 2 FON Stock" shall mean the FON Common Stock - Series 2, par value $2.00 per share, of the Corporation, which will be created by the filing of the Subsequent...

Initial Charter Amendment shall have the meaning set forth in the Restructuring and Merger Agreement.

Examples of Initial Charter Amendment in a sentence

For purposes of this Certificate of Designation, Preferences and Rights of Eighth Series, unless the context otherwise requires: (A) "Class A Common Stock-Series DT" (i) prior to the filing of the Subsequent Charter Amendment pursuant to K.S.A. Section 17-6003(d), shall have the meaning set forth in the Initial Charter Amendment, and (ii) after the filing of the Subsequent Charter Amendment pursuant to K.S.A. Section 17-6003(d), shall have the meaning set forth in the Subsequent Charter Amendment.
Sprint's Board of Directors shall recommend that its stockholders approve the Initial Charter Amendment, the Subsequent Charter Amendment and the other matters related thereto presented for a vote in the Proxy Statement (including matters, if any, referred to in clause (b) of Section 3.14), and Sprint shall use commercially reasonable efforts to obtain such stockholder approval.
The Company shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger PA in form and substance reasonably satisfactory to the Sponsor and the Company, that the Initial Charter Amendment and the Third Charter Amendment are permissible under the DGCL and the Initial Charter Amendment and the Second Charter Amendment shall have been filed with the Secretary of State of Delaware and shall be in full force and effect.
FT and DT agree to vote their shares of Sprint Common Stock in favor of the CP Exchange and the Recapitalization (including the Initial Charter Amendment and the Subsequent Charter Amendment) and the other matters related thereto presented for a vote of stockholders in connection therewith.
The ▇▇▇▇▇▇▇ Group further acknowledges that, if the Transactions are not consummated by December 6, 2009 or, if the Initial Charter Amendment is filed in accordance with Section 2.4(a), the Company liquidation date as extended by the Initial Charter Amendment, the Company will be obligated to return to the Company Stockholders the amounts being held in the Trust Account or New Trust Account, as applicable.
The Company shall have received an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., that both the Initial Charter Amendment and the Amended and Restated Certificate of Incorporation are permissible under the DGCL and the Amended and Restated Certificate of Incorporation shall have been filed with the Secretary of State of Delaware and shall be in full force and effect.
The Company shall use its reasonable best efforts to have the REIT Transition Proxy Statement cleared by the SEC and any other applicable Governmental Authority as promptly as practicable after such filing, and shall, promptly after the Initial Charter Amendment Filing and securing agreements evidencing at least the Minimum Warrant Exchange Participation, cause the REIT Transition Proxy Statement to be provided to the Company Stockholders in accordance with applicable Laws.
The following matters presented for a vote of the stockholders of Sprint at the Stockholders Meeting shall have been duly approved by the requisite holders of capital stock in accordance with applicable Law and the Articles of Incorporation and By-Laws of Sprint: (i) the Initial Charter Amendment; (ii) the Subsequent Charter Amendment; (iii) this Agreement and the transactions contemplated hereby and (iv) the Bylaw Amendment.
The Board of Directors of Sprint shall recommend that its stockholders approve this Agreement, the Initial Charter Amendment, the Subsequent Charter Amendment, and the other matters related thereto presented for a vote in the Proxy Statement, and Sprint shall use commercially reasonable efforts to obtain such stockholder approval.
The Initial Charter Amendment and the Certificate of Designations (and, if the Recapitalization occurs on the Closing Date, the Subsequent Charter Amendment) shall have been filed with the Kansas Secretary of State.

More Definitions of Initial Charter Amendment

Initial Charter Amendment means an amendment, substantially in the form attached hereto as Exhibit B, to the BPW Charter to extend BPW’s corporate existence by two (2) months beyond the “Original Termination Date”, as such term is defined in the BPW Charter, to twenty-six (26) months in total from the date of the final prospectus relating to the IPO.

Initial Charter Amendment means the Amended and Restated Articles of Incorporation of Sprint in form reasonably satisfactory to each Party effecting the creation of the PCS Stock and the creation of the PCS Group and the Sprint FON Group, which Sprint shall file with the Kansas Governmental Authorities on or before the Primary Closing Date.

Initial Charter Amendment means the Amended and Restated Articles of Incorporation of Sprint filed with the Secretary of State of the State of Kansas on November 23, 1998 effecting the creation of the PCS Stock, among other things.

Initial Charter Amendment shall have the meaning set forth in the Restructuring and Merger Agreement. (F) "Old Class A Common Stock" (i) prior to the filing of the Subsequent Charter Amendment pursuant to K.S.A. Section 17-6003(d), shall have the meaning set forth in the Initial Charter Amendment, and (ii) after the filing of the Subsequent Charter Amendment pursuant to K.S.A. Section 17-6003(d), shall have the meaning set forth in the Subsequent Charter Amendment. (G) "Recapitalization" shall mean the re- classification of each outstanding share of Sprint Common Stock into one share of Series 1 FON Stock and one-half of a share of Series 1 PCS Stock to be effected by filing of the Subsequent Charter Amendment.

Initial Charter Amendment means the Amended and Restated Articles of Incorporation of Sprint effecting the creation of the PCS Stock and the creation of the PCS Group and the Sprint FON Group, the form of which is attached hereto as Exhibit E.