Recapitalization Treatment Sample Clauses

Recapitalization Treatment. Except as otherwise required by applicable law as a result of a change in law after the date hereof, the Company covenants and agrees to treat any exercise pursuant to Section 3(b)(including any deemed Section 3(b) exercise by virtue of an automatic exercise pursuant to Section 4(c)) as a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, and not to take any tax position inconsistent with such treatment.
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Recapitalization Treatment. As of the date hereof and based on information provided to it, Recapitalization Merger Sub is satisfied that, assuming consummation of the transactions contemplated by the Voting, Sale and Retention Agreement and assuming consummation of the Mergers in accordance with this Agreement, the Mergers should be able to be recorded as a recapitalization for financial reporting purposes in accordance with applicable generally accepted accounting principles and relevant requirements of the SEC.
Sample 1
Recapitalization Treatment. If the Existing Notes and the New Notes both constitute securities of GLBR for U.S. federal income tax purposes, the Notes Exchange should qualify for “recapitalization” treatment. GLBR intends to treat each of the Existing Notes and New Notes as securities for U.S. federal income tax purposes. The classification as a recapitalization exchange generally serves to defer the recognition of any gain or loss by the U.S. Holder. However, even within an otherwise tax-free exchange, a U.S. Holder will have interest income to the extent of any exchange consideration allocable to accrued but unpaid interest not previously included in income (see “Distributions in Respect of Accrued But Unpaid Interest” below). In a recapitalization exchange, the U.S. Holder’s aggregate tax basis in the New Notes received will equal such U.S. Holder’s aggregate adjusted tax basis in the Existing Notes Claim exchanged therefor, increased by any interest income recognized in the exchange. A U.S. Holder’s holding period in the New Notes received will include its holding period in the Existing Notes underlying its Existing Notes Claim, except to the extent of any exchange consideration received in respect of accrued but unpaid interest.
Sample 1
Recapitalization Treatment. As of the date hereof and for a period of five years after the Closing, the Company and the Sellers shall cooperate with any reasonable requests of Windward related to the record ing of the transactions contemplated by this Agreement as a recapitalization for financial reporting purposes, including, without limitation, to assist Buyer and its affiliates with any presentation to any Person (including any Governmental Entity) with regard to such recording and to include appropriate disclosure with regard to such recording in all filings with any Governmental Entity. In furtherance of the foregoing, the Company shall provide Windward, for the prior review and comment of Windward's advisors, any description of the transactions contemplated by this Agreement which is meant to be disseminated to any Person.
Sample 1
Recapitalization Treatment. The parties intend that the transactions described in this Section 4 qualify as a recapitalization under Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, and each party agrees not to take any action that would cause such transactions not to so qualify.
Sample 1
Recapitalization Treatment. Notwithstanding anything contained in this Section 5 to the contrary, in connection with any Transfer of Stockholder Shares (other than shares received upon the exercise of the Warrants) by a Stockholder (or a Permitted Transferee) in accordance with the terms and conditions contained in this Agreement (other than pursuant to Section 7 below prior to a Public Offering), such Stockholder (or such Permitted Transferee) shall cause to be provided to the Stockholder of each Investor Group holding the largest number of Stockholder Shares such information as is necessary for each such Stockholder to be satisfied in its sole discretion that, after giving effect to such Transfer, the transactions contemplated hereby and in the other Transaction Documents, when viewed collectively, shall continue to qualify as a recapitalization for accounting purposes and each such Stockholder shall have received such opinions and advice as it deems necessary from the Company’s accountants and advisers as to such recapitalization treatment. No Stockholder (or Permitted Transferee) shall Transfer any Stockholder Shares unless and until all conditions set forth in the preceding sentence are satisfied to the satisfaction of the Stockholder of each Investor Group holding the largest number of Stockholder Shares in its sole discretion.
Sample 1

Related to Recapitalization Treatment

  • Recapitalization, etc In the event that any capital stock or other securities are issued in respect of, in exchange for, or in substitution of, any Shares by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets, distribution to stockholders or combination of the Shares or any other change in capital structure of the Issuer, appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the parties hereto under this Agreement.

  • Recapitalization Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder, but only to the extent the Purchased Shares are at the time covered by such right or escrow requirements. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of Purchased Shares subject to this Agreement and to the price per share to be paid upon the exercise of the Repurchase Right in order to reflect the effect of any such Recapitalization upon the Corporation's capital structure; provided, however, that the aggregate purchase price shall remain the same.

  • Recapitalizations, etc The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

  • Recapitalizations If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction or other Triggering Event provided for elsewhere in this Section 5 or in Section 3), a provision shall be made so that the holders of Series D Preferred Stock shall thereafter be entitled to receive upon conversion of shares of Series D Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of Series D Preferred Stock after the recapitalization to the end that the provisions of this Section 5 (including adjustment of the Conversion Price then in effect and the number of shares issuable upon conversion of each share of Series D Preferred Stock) shall be applicable after that event and be as nearly equivalent as practicable.

  • Recapitalizations, Exchanges, etc The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Common Stock, (ii) any and all shares of voting common stock of the Company into which the shares of Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the shares of Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.

  • Recapitalization/Reorganization (a) Any new, substituted or additional securities or other property which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the First Refusal Right, but only to the extent the Purchased Shares are at the time covered by such right.

  • Mergers, Recapitalizations, Stock Splits, Etc Pursuant and subject to Section 12 of the Plan, certain changes in the number or character of the Common Stock of the Company (through sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock split, stock dividend or otherwise) shall result in an adjustment, reduction or enlargement, as appropriate, in Participant’s rights with respect to any unexercised portion of the Option (i.e., Participant shall have such “anti-dilution” rights under the Option with respect to such events, but shall not have “preemptive” rights).

  • Recapitalization, Exchanges, Etc The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Registrable Securities, to any and all shares of equity capital of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or in substitution of the Registrable Securities, in each case as the amounts of such securities outstanding are appropriately adjusted for any equity dividends, splits, reverse splits, combinations, recapitalization and the like occurring after the date of this Agreement.

  • Recapitalization or Reclassification If the Company shall at any time effect a recapitalization, reclassification or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a larger or smaller number of shares, then upon the effective date thereof, the number of shares of Common Stock which Holder shall be entitled to purchase upon Exercise of this Warrant shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of Common Stock by reason of such recapitalization, reclassification or similar transaction, and the Exercise Price shall be, in the case of an increase in the number of shares, proportionally decreased and, in the case of decrease in the number of shares, proportionally increased. The Company shall give Holder the same notice it provides to holders of Common Stock of any transaction described in this Section 5(b).

  • Exchange of Shares (a) As soon as practicable after the Effective Time, and in no event more than three business days thereafter, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates who theretofore has not submitted such holder’s Certificate or Certificates with a properly completed Election Form, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Company shall have the right to review both the letter of transmittal and the instructions prior to the Effective Time and provide reasonable comments thereon. After completion of the allocation procedure set forth in Section 1.5 and upon surrender of a Certificate or Certificates for exchange and cancellation to the Exchange Agent, together with a properly executed letter of transmittal or Election Form, as the case may be, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock which such holder of Company Common Stock became entitled to receive pursuant to the provisions of Article I hereof and/or (y) a check representing the aggregate Per Share Cash Consideration and/or the amount of cash in lieu of fractional shares, if any, which such holder has the right to receive in respect of the Certificate or Certificates surrendered pursuant to the provisions of Article I, and the Certificate or Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Per Share Cash Consideration, the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable to holders of Certificates.

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