The Recapitalization. On the date hereof and subject to Section 3.9, the Parties shall effect the Recapitalization by consummating the First Redemption, the Financing Transactions, the Second Redemption and the Second Distribution in the order, on the terms, and subject to the conditions, set forth in this Article III.
The Recapitalization. As soon as practicable after satisfaction or, to the extent permitted under this Agreement, waiver of all conditions set forth in Article 9 (the “Closing Conditions”) (excluding conditions that by their nature cannot be satisfied until the Closing), and prior to the Effective Time, all outstanding shares of Clearwire Class B Common Stock will be converted into and exchanged for a corresponding number of shares of Clearwire Class A Common Stock (the “Recapitalization”).
The Recapitalization. Following the Distribution and immediately prior to the Effective Time, Grace intends to consummate the Recapitalization in which each holder of a Grace Common Share shall hold, immediately thereafter, a Grace Common Share and one one-hundredth of a NY Preferred Share.
The Recapitalization. Following the Redemption, the Company will recapitalize itself (the "RECAPITALIZATION") by amending and restating its Certificate of Incorporation to authorize two classes of capital stock, (i) the Common Stock, $.01 par value (the "COMMON STOCK") and (ii) the Preferred Stock, par value $1,000 per share (the "PREFERRED STOCK"). Pursuant to the Recapitalization, each issued and outstanding share of Capital Stock will be exchanged for (i) 4,337.1 shares of Common Stock and (ii) 390.339 shares of Preferred Stock. A chart showing the details of the Recapitalization is attached as the Recapitalization Schedule hereto.
The Recapitalization. At the Effective Time, all of the issued and outstanding PI Units shall hereby be automatically converted into the number of Class A Common Units as calculated by the board of managers of the Company under the Prior Agreement based on the terms determined at pricing of the IPO; provided however, that that any Class A Common Units received in exchange for PI Units subject to vesting shall continue to vest in accordance with the vesting schedule applicable to such PI Units, except the time-vesting of all Class A Common Units received as a result of the conversion of time-vesting PI Units granted by the Company in 2020 shall occur in three equal annual installments, with the first installment vesting on January 1, 2022, the second installment vesting on January 1, 2023, and the third installment vesting on January 1, 2024, subject to the holder’s continued service to the Company through each vesting date (such Class A Common Units subject to vesting, the “Unvested Class A Common Units”). Simultaneously with the conversion of PI Units, all of the issued and outstanding Common Units shall hereby be automatically converted into the number of Class A Common Units paired with a corresponding number of Class B Voting Units (with respect to the Founder Members) or Class C Voting Units (with respect to the TSG Members), as calculated by the board of managers of the Company under the Prior Agreement based on the terms determined at pricing of the IPO. The Members agree that immediately following the conversions pursuant to this Section 3.1(b)(i), no fractional Class A Common Unit will remain outstanding and any fractional Class A Common Unit held by a Member shall be rounded down to the nearest whole number.
The Recapitalization. Provided that this Agreement shall not have been terminated in accordance with Article IX, upon the satisfaction or waiver of the conditions set forth in Annex B, RGA and MetLife will effect the Recapitalization as follows: (a) RGA will file the Amended and Restated RGA Articles of Incorporation with the Office of the Secretary of State, State of Missouri; (b) each share of RGA Common Stock will be reclassified as one share of RGA Class A Common Stock pursuant to the Amended and Restated RGA Articles of Incorporation; (c) immediately thereafter, each share of RGA Class A Common Stock held by MetLife and its Subsidiaries (other than the shares of RGA Class A Common Stock received by MetLife and its Subsidiaries in respect of the Recently Acquired Stock) will be exchanged for one share of RGA Class B Common Stock; and (d) the Board of Directors of RGA will adopt amended and restated bylaws of RGA, in substantially the form attached hereto as Exhibit B (the “Amended and Restated RGA Bylaws”).
The Recapitalization. Section 1.1 Conversion of Series A Preferred Stock into AWT Common Stock........................................ 2 Section 1.2
The Recapitalization. 8 2.1. Recapitalization Transactions..................................8 2.2. Closing........................................................9 2.3.
The Recapitalization. Prior to the Closing Date and subject to and -------------------- upon the terms and conditions of the Agreement and the applicable processes of California Law, each outstanding share of Preferred shall be recapitalized and converted into one share of Series B Preferred Stock (in the case of Series H, H-1 and I) or into one-fifth of a share of Series B Preferred Stock (in the case of Series A through G). Prior to the Closing Date, each of the Company's existing shares of outstanding common stock shall be reclassified and redesignated as one share of Class A Common Stock.
The Recapitalization. The actions set forth in this Article I, subject to the conditions set forth in Article VI hereof, shall be taken or caused to be taken by the Company as provided in this Article I, and such actions shall be referred to collec- tively as the "Recapitalization."
