Capital Restructuring purchase its own shares, reduce its share capital, return capital to shareholders or in any other way restructure its capital, if in each case to do so would be likely to have a Material Adverse Effect (for the avoidance of doubt, this does not prevent the Company from issuing any securities where permitted to do so in accordance with its constitution, the Corporations Act and the Listing Rules);
Capital Restructuring. Conversion To approve, ratify and confirm the resolution of the Board attached hereto as Exhibit A, to the effect that immediately prior to the Closing Date, the Company Preferred Shares that are issued and outstanding immediately prior to such time shall automatically convert into Company Ordinary Shares in accordance with the Company’s Governing Documents. ☐ ☐ ☐
Capital Restructuring. (a) If the Investor is prohibited from consummating the transactions contemplated by the Transaction Documents (and does not designate an assignee in accordance with Section 10.09 that is not so prohibited) as a result of the Investor failing to be a "citizen of the United States," as the term is used in Section 40102(a)(15) of Title 49, in any similar legislation of the United States enacted in substitution or replacement therefore, or as interpreted by the Department of Transportation, then the Investor and the Company shall take such actions, including modifying the terms and structure of the transactions contemplated by the Transaction Documents and such actions as shall be required by the Department of Transportation, which actions shall, to the extent reasonably feasible, be consistent with the contemplated consequences to the Company and the Investor in order to enable the reorganized Company to remain in compliance with the applicable statutory, regulatory and interpretive restrictions regarding foreign (or non-U.S.) ownership and control of U.S. air carriers and provide the Investor with the benefit and value of its bargain hereunder.
Capital Restructuring. The Conversion Factor is calculated assuming that 187,702,342 shares of Parent Stock are acquired by Parent from certain founding shareholders and that the number of shares issuable under Parent's existing stock option plans are reduced to 35,000,000 ("Plan of Reorganization"). To the extent that the foregoing does not occur within 90 business days of the Closing, a proportional amount of additional shares of Parent Stock shall be issued as additional Merger Consideration. Notwithstanding the foregoing, not more than 20% of the Parent's outstanding common stock may be issued, or be issuable (including upon the exercise of options), as Merger Consideration. After the Plan of Reorganization has been consummated, the power of Board of Directors of the Parent to issue additional shares or options, consonant with its fiduciary duties, shall not be limited by this Agreement and no such action shall cause an adjustment in the Merger Consideration or Conversion Factor.
Capital Restructuring. Borrower and Parent are currently in the process of affecting the Recapitalization and anticipate the Recapitalization will be accomplished by the First Scheduled Recapitalization Date. In the event, however, the Recapitalization shall not have for any reason occurred prior to the First Scheduled Recapitalization Date, Borrower and Parent have assured Agent and Lenders that the period beginning on the date hereof through the Second Scheduled Recapitalization Date provides ample time to complete the Recapitalization. In connection therewith, Section 5.18 of the Credit Agreement is added as follows:
Capital Restructuring. Prior to or contemporaneously with the Closing, the Company or any Company Subsidiary shall pay all fees and expenses paid or payable by the Company or any Company Subsidiary to third parties (including all fees and disbursements of counsel, financial advisors and accountants) in connection with the negotiation, preparation and consummation of the capital restructuring described in the Company’s Current Report on Form 8-K dated March 1, 2005.
Capital Restructuring. The applicable Borrowers shall have completed the capital restructuring as set forth in the Proxy;
Capital Restructuring. In the event of any capitalization of capital reserve, payment of bonus shares, sub-division of shares, reduction of shares or any other capital restructuring of the Company that may take place after the date of this Deed, appropriate adjustment shall be made to the Consideration, as may be required, so that the Investor shall receive the same value of consideration to which it was entitled to receive immediately before the occurrence of such capital restructuring.
Capital Restructuring. The Pre-Closing Capital Restructuring shall have been completed in accordance with the terms hereof and the Covalto Articles of Association.
Capital Restructuring. 46 (10) Satisfactory Legal Form............................................ 46
