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, Xxx 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, Xxx 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...
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Initial Charter Amendment shall have the meaning set forth in the Restructuring and Merger Agreement.
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Examples of Initial Charter Amendment in a sentence

  • The Company shall have received an opinion of Xxxxxxxx, Xxxxxx & 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.

  • 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 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.

  • The Company shall have received an opinion of Xxxxxxxx, Xxxxxx & Finger PA in form and substance reasonably satisfactory to both the Sponsor and the Company, that the Initial Charter Amendment is permissible under the DGCL and the Initial Charter Amendment 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 Xxxxxxx 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.

  • 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 Initial Charter Amendment shall be filed by the Company (the “Initial Charter Amendment Filing”) and the New Trust Account shall be established and funded as provided herein (“New Trust Account Creation”) as soon as practicable after Company Stockholder Approval for both the Extension Proposal and the Trust Account Conversion Proposal has been obtained at the Initial Stockholders Meeting.

  • Prior to the date hereof, the Board of Directors of Sprint has approved (i) an amendment to Sprint's Bylaws, to be effective at the Closing, in the form of Exhibit O (the "Bylaw Amendment"), (ii) the Management and Allocation Policies, to be effective at the Closing, (iii) the Initial Charter Amendment and the Subsequent Charter Amendment and (iv) this Agreement and the transactions contemplated hereby.


More Definitions of Initial Charter Amendment

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.
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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.
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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 _____, 1998 effecting the creation of the PCS Stock, among other things.
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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.
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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.
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Related to Initial Charter Amendment

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

  • Certificate of Amendment means the Certificate of Amendment of the Company, the form of which is attached as Exhibit A.

  • Certificate of Arrangement means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement;

  • Articles of Amendment means the Articles of Amendment relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.

  • Tariff Amendment means an amendment made by XXXXX, from time to time, to the tariff applicable to this Licence, on notice to the Licensee.

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

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

  • CFA Charter means the charter earned through the Chartered Financial Analyst program prepared and administered by the CFA Institute and so named on the day this Instrument comes into force, and every program that preceded that program, or succeeded that program, that does not have a significantly reduced scope and content when compared to the scope and content of the first-mentioned program;

  • Restated Charter means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.

  • 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.

  • Addendum / Amendment means any written amendment / addendum /corrigendum to this RFP, from time to time issued by NMRC to the prospective bidders

  • ESG Amendment has the meaning specified in Section 2.18.

  • Mortgage Amendment means an amendment to an Existing Mortgage or an amendment and restatement of an Existing Mortgage, in each case in form and substance reasonably acceptable to the Collateral Agent.

  • Restated Certificate of Incorporation means the Restated Certificate of Incorporation of the Company, as amended.

  • Series B Certificate of Designation means the Certificate of Designation of Series B Cumulative Convertible Preferred Shares of the Company as in effect on the date hereof.

  • Series B Certificate of Designations means the certificate of designations establishing the terms of the Series B Preferred Stock.

  • Company Charter means the certificate of incorporation of the Company, as amended.

  • Certificate of Final Completion means the certificate issued by A/E that documents, to the best of A/E’s knowledge and understanding, Contractor’s completion of all Contractor’s Punchlist items and pre-final Punchlist items, final cleanup and Contractor’s provision of Record Documents, operations and maintenance manuals, and all other closeout documents required by the Contract Documents.

  • Articles of Arrangement means the articles of arrangement of the Company in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

  • Amended and Restated Certificate of Incorporation means the Amended and Restated Certificate of Incorporation of the Company, as in effect as of the Effective Date.

  • Restated Certificate means the Company’s Amended and Restated Certificate of Incorporation, as amended and/or restated from time to time.

  • Amendment Agreement shall have the meaning assigned to such term in the recitals hereto.

  • Certificate of Completion means the certificate of completion given by the Engineer-in- charge pursuant to clause 40 of these conditions;

  • Construction Start Date means the later to occur of the date on which Seller delivers to Buyer (a) a copy of the Notice to Proceed that Seller has delivered to the EPC Contractor for the Project, and (b) a written Certification substantially in the form attached hereto as Appendix IV-1.

  • Air charter service means an air carrier operation which requires the customer to

  • Certificate of Amalgamation means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;