Recapitalization Shares definition

Recapitalization Shares means the shares of Common Stock issued pursuant to the Recapitalization Agreement to Xxxx Xxxxx International Investment Corporation as described in Section 2(a)(1) hereof and to certain Carlyle Stockholders and Clipper Stockholders as described in Section 2(b) hereof.
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Recapitalization Shares shall have the meaning set forth in Section 4(c) hereof.
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Recapitalization Shares has the meaning ascribed to it in the forepart of this Agreement.
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Examples of Recapitalization Shares in a sentence

  • The Recapitalization Shares shall be held in escrow in the name of the Escrow Agent or its nominee, subject to the terms and conditions set forth herein.

  • On or after February 15, 2008, if any Recapitalization Shares contain any restrictive legends, Global shall, within three days of request by a holder of the Recapitalization Shares and surrender to the transfer agent of Global of such shares, remove all restrictive legends and deposit such shares in the DTC Account of such holder.

  • The parties also agree that (i) the number of Jupiter Acquired Shares received from Jupiter by Purchaser shall be reduced by an amount equal to the quotient of (x) the Phantom Exchange Value divided by (y) 16,811.78 (the "Phantom Share Adjustment Amount") and (ii) the number of Recapitalization Shares purchased from Jupiter by AAMM shall be increased by the Phantom Adjustment Amount.

  • Simultaneously with the purchase of the Recapitalization Shares by the Buyer, the Company shall redeem from the Sellers all of the Redeemed Shares for the Sellers Redemption Price.

  • The Recapitalization Shares are duly authorized, validly issued and outstanding, fully paid and nonassessable, have not been issued in violation of any preemptive rights and together with the shares of Common Stock to be retained by Parent and the Preferred Stock are the only shares of capital stock of the Company outstanding.

  • Buyer is receiving the Recapitalization Shares delivered pursuant to this Agreement for investment purposes for its own account, and not with the view to or in connection with any distribution thereof.

  • All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Company submitted pursuant hereto and identified as such, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any Investor or controlling person, or by or on behalf of the Company, and shall survive delivery of the Recapitalization Shares to the Investors.

  • Neither the Company nor any of its security holders (other than the Holders in such capacity pursuant hereto) may include securities of the Company in any Registration Statements other than the Registrable Securities, except that the Company may include in a Registration Statement the Unregistered Recapitalization Shares and the Xxxxxx Xxxxxxx Shares.

  • Simultaneously with such payments and deliveries, (A) Jupiter will assign and transfer to AAMM good and valid title in and to the Jupiter Recapitalization Shares and (B) Xx. Xxxxxx will assign and transfer to AAMM good and valid title in and to the Xxxxxx Recapitalization Shares.

  • The shares of Common Stock issued hereunder shall be delivered at the direction of each Warrant Holder via the Deposit/Withdrawal at Custodian system or by one or more certificates, in the case of the Recapitalization Shares, containing no restrictive legends.


More Definitions of Recapitalization Shares

Recapitalization Shares means the shares of Common Stock issuable to the Lender upon conversion of the Note and exchange of the Warrant in accordance with Section 2(a) and 2(b), respectively, of that certain Second Amendment to Credit Agreement, dated as of April 7, 2016, by and among the Borrower, the Parent and the Lender.”
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Recapitalization Shares shall have the meaning given such term in Section 2.1 hereof.
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Recapitalization Shares means an aggregate of 1,496,015,550 shares of Common Stock to be issued in the Recapitalization (prior to giving effect to the Reverse Stock Split).
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Related to Recapitalization Shares

  • 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.

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

  • 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;

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

  • Common Shares means the common shares in the capital of the Corporation;

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

  • Ordinary Shares means the ordinary shares, par value $0.0001 per share, of the Company.

  • Junior Preferred Stock means ML & Co.'s Series A Junior Preferred Stock, par value $1.00 per share.

  • 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.

  • Conversion Stock means shares of Common Stock issued upon conversion of the Preferred Stock.

  • Series D Preferred Shares means the Company’s series D preferred shares, par value US$0.00001 per share.

  • Senior Preferred Stock means the Series A Preferred Stock and the Series B Preferred Stock.

  • Reverse Stock Split means a reverse stock split of the outstanding shares of Common Stock that is effected by the Company’s filing of an amendment to its certificate of incorporation with the Secretary of State of the State of Delaware and the acceptance thereof.

  • B Shares means a participating share of no par value in the capital of the Fund, denominated in Euro(s);

  • Series D Preferred Stock means shares of the Company’s Series D Preferred Stock, par value $0.001 per share.

  • Series C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Common Stock means the common stock of the Company, par value $0.001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

  • New Ordinary Shares means the new Ordinary Shares arising on Conversion of the C Shares;

  • A Shares means shares issued by companies incorporated in the PRC and listed on the SSE or the SZSE, traded in RMB and available for investment by domestic investors through Stock Connect.

  • 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.

  • Series A Preferred Shares means the Series A Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • A Ordinary Shares means the ‘A’ ordinary shares of £1.00 each in the capital of the Company;

  • Series E Preferred Shares means the Series E Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Series B Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Company.

  • Series F Preferred Shares means the Series F Preferred Shares of the Company, par value US$0.0001 per share, with the rights and privileges as set forth in the Memorandum and Articles.

  • Common Stock Dividend means a stock dividend declared and paid on the Common Stock that is payable in shares of Common Stock.