Initial Charter Amendment definition

Initial Charter Amendment has the meaning set forth in the Recitals.
Sample 1Sample 2Sample 3
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...
Sample 1Sample 2
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.
Sample 1Sample 2

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.

  • 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.

  • 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 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 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.

  • 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 have received an opinion of Xxxxxxxx, Xxxxxx & 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.

  • 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 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.

  • 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 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.
Sample 1Sample 2
Initial Charter Amendment shall have the meaning set forth in the Restructuring and Merger Agreement.
Sample 1Sample 2
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.
Sample 1
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.
Sample 1
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.
Sample 1

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 to Amended and Restated Certificate of Incorporation of the Company, substantially in the form attached to this Agreement 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.

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

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

  • 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 the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 8% Series B Convertible Redeemable Preferred Stock and Qualifications, Limitations and Restrictions Thereof.

  • Series B Certificate of Designations has the meaning set forth in the recitals hereto.

  • 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 OBCA to be sent to the Director after the Final Order is made, which shall include this 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.