Recapitalization Shares definition

Recapitalization Shares shall have the meaning set forth in Section 4(c) hereof.
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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 means shares of Common Stock issued in connection with the Company's recapitalization as set forth in the Plan of Recapitalization. In addition to the foregoing, during the Lock-Up Period, the undersigned agrees that the undersigned will not, directly or indirectly, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock without the prior written consent of Xxxxxx Brothers Inc., who shall consult with ABN AMRO Rothschild LLC before granting or withholding such consent. In addition to the foregoing, during the Lock-Up Period, in the event that Xxxxxx Brothers Inc. (after consulting with ABN AMRO Rothschild LLC) consents to the sale or other disposition by the undersigned of Recapitalization Shares, Xxxxxx Brothers Inc. shall be deemed to have consented to the sale or other disposition by each other person or entity that has received Recapitalization Shares of a number of Recapitalization Shares representing the same proportion of Recapitalization Shares initially issued to such other person or entity as the number of Recapitalization Shares sold or disposed of by the undersigned bears to the Recapitalization Shares initially issued to the undersigned. Any shares of Common Stock received upon exercise of options or warrants granted to the undersigned will also be subject to this Agreement. Any securities acquired by the undersigned in the open market will not be subject to this Agreement. If for any reason the Underwriting Agreement is terminated before the Closing Date, this Agreement shall likewise be terminated. This Agreement shall lapse and become null and void if the Closing Date shall not have occurred on or before July 15, 2001. Very truly yours, By: --------------------------------------- -------------------------------- Legal name of Stockholder as it appears Name: on the Corporate Records of the Company Title: XXXXX X XXXXX X
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Examples of Recapitalization Shares in a sentence

  • The failure of the Company to obtain the New Financing shall not relieve Buyer of its obligations to purchase the Recapitalization Shares for the Recapitalization Purchase Price at the Closing.

  • At the Closing, the Sellers shall retain such number of Common Shares as is set forth opposite their respective names on Exhibit B hereto, which immediately following the Closing will constitute twelve percent (12%) of all of the outstanding common equity securities of the Company and all of the outstanding common equity securities of the Company other than the Recapitalization Shares.

  • The Debtor agreed to register the resale of the Recapitalization Shares, the Warrant Shares, the Convertible Unsecured Notes and the shares underlying the Convertible Unsecured Notes, and such registration was effected in September 2017 (the “2017 Registration”).

  • Pursuant to the Plan of Recapitalization, Genmar is acquiring a number of Vessels, entities or interests in entities which directly or indirectly own Vessels, and other entities and assets in exchange for Recapitalization Shares (as defined below) to be allocated to the Recipients 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.

  • The delivery of certificates at the Closing representing the Acquired Shares and the Recapitalization Shares in the manner provided in Section 1.03 will transfer to Purchaser and the Company, respectively, good and valid title to the Acquired Shares and the Recapitalization Shares, free and clear of all Liens other than Liens created or suffered to exist by Purchaser.

  • Item 6 of the Schedule 13D is hereby amended by adding in the following sentence to the end of the fourth paragraph thereof: The Recapitalization Agreement amended certain terms of the Registration Rights Agreement to increase the number of “Demand Registrations” (as defined in the Registration Rights Agreement) and to include the Recapitalization Shares in the definition of “Registration Securities” (as defined in the Registration Rights Agreement).

  • Global agrees and acknowledges that the Recapitalization Shares are Registrable Securities as defined in the Registration Rights Agreements (the “Registration Rights Agreements”), dated as of March 31, 2006, entered into in connection with each of the Notes SPA, the Preferred SPA and the Common SPA, the resale of which has been registered under the Securities Act of 1933, as amended (the “Securities Act”), which registration is currently effective.

  • 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.

  • One resident, whilst not objecting to the proposal, is concerned that the restrictions would encourage residents to park inconsiderately in the private parking courts and cause conflicts between residents.


More Definitions of Recapitalization Shares

Recapitalization Shares shall have the meaning given such term in Section 2.1 hereof.
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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 has the meaning ascribed to it in the forepart of this Agreement.
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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.

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

  • A Shares means a participating share of no par value in the capital of the Fund, denominated in US Dollars;

  • 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 £0.01 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.