Reclassification Amendment definition

Reclassification Amendment shall have the meaning set forth on Section 8.8.
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Reclassification Amendment has the meaning set forth in Section 6.03.
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Reclassification Amendment has the meaning set forth in the Recitals.
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Examples of Reclassification Amendment in a sentence

  • In connection with each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, the Company shall use its commercially reasonable efforts to cause the adoption of the Reclassification Amendment by the shareholders of the Company, including soliciting proxies in favor of the adoption of the Reclassification Amendment by the shareholders of the Company.

  • The ERS Principal Shares shall have been reclassified as an equivalent number of shares of ERS Class B Common Stock pursuant to the provisions of an amendment to the certificate of incorporation of ERS (herein referred to as the "Reclassification Amendment") in the form set forth in the certificate attached hereto as Exhibit A duly filed with the Secretary of State of Delaware in accordance with the requirements of the GCL immediately prior to the Effective Time.

  • Each of Sellers, the Partnership and the GP shall deliver to Buyers a copy of the Reclassification Amendment, in each case executed by it.

  • Notwithstanding the provisions of Section 18, in the event that any Stockholder acquires any additional Securities, (i) such Stockholder shall promptly notify Ameritrade in writing of such acquisition (other than in connection with Reclassification Amendment 1, the Pre-Closing Conversion and the Pre-Closing Reclassification) and (ii) such securities shall, without further action of the parties, be subject to the provisions of this Agreement, and Annex A will be deemed amended accordingly.

  • The authorized capital stock of ERS, prior to the filing of the Reclassification Amendment, consists of: (x) 2,000,000 shares of ERS Preferred Stock, of which 40,000 shares have been designated as ERS Series A-1 Stock, and of which 39,985 shares are issued and outstanding on the date hereof; and (y) 35,000,000 shares of ERS Common Stock, of which 21,345,383 shares are issued and outstanding on the date hereof.

  • Sellers, the GP and the Partnership shall have entered into the Reclassification Amendment in a form that is satisfactory to Buyers in their sole discretion.

  • It would also restore settled expectations of the Company and its stockholders with respect to the Company’s New Charter and the Company’s capitalization by confirming the validity of the Reclassification Amendment and its effect on the Company’s outstanding shares and the validity of the shares of common stock issued as consideration in the Business Combination.

  • In connection with the Business Combination and as required by the Merger Agreement, the Company presented the adoption of the New Charter to the stockholders for stockholder approval, which included seven separate proposals to approve the Share Increase Amendment, the Reclassification Amendment and other amendments to the Old Charter (the “Charter Amendment Proposals”).

  • Subject to shareholder adoption of the Reclassification Amendment, the Company expects to file related articles of amendment to the Restated Articles with the Secretary of State of Texas shortly after the close of trading on the New York Stock Exchange (the "NYSE") on the date of the Annual Meeting, June 28, 2000 (the "Effective Date").

  • However, as a result of the Reclassification Amendment, all shares of Class A common stock and Class B common stock were reclassified as common stock and the Company is no longer authorized to issue Class A common stock or Class B common stock.

Related to Reclassification Amendment

  • 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.

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

  • 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;

  • 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.

  • 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.

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

  • Reverse Split has the meaning set forth in Section 5.21.

  • Series A Conversion Rate means, as adjusted pursuant to Section 5.8(b)(vi)(E), the number of Common Units issuable upon the conversion of each Series A Preferred Unit, which shall be the quotient of (a) the sum of (i) the Series A Issue Price, plus (ii) any Series A Unpaid Distributions on the applicable Series A Preferred Unit, plus (iii) only for purposes of the definition of “Series A COC Conversion Rate,” any Series A Partial Period Distributions on the applicable Series A Preferred Unit, divided by (b) the Series A Issue Price.

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Extension Amendment has the meaning set forth in Section 2.16(d).

  • Make-Whole Fundamental Change Conversion Period has the following meaning:

  • ESG Amendment has the meaning specified in Section 2.18.

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

  • Incremental Term Loan Amendment has the meaning assigned to such term in Section 2.20.

  • Series A Certificate of Designations means the Certificate of Designations with respect to the Series A Preferred Stock adopted by the Board of Directors and duly filed with the Secretary of State of the State of Delaware on or before the Payment Date substantially in the form attached hereto as Exhibit C.

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

  • Reorganization Plan means a plan of reorganization in any of the Cases.

  • Series A Conversion Price shall initially be equal to $0.71. Such initial Series A Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below.

  • 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.

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

  • 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;

  • Corrective Extension Amendment has the meaning specified in Section 2.16(6).