The Reclassification Sample Clauses
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The Reclassification. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.2) each Share issued and outstanding immediately prior to the Effective Time shall, without any action on the part of the Company or the holders thereof, be reclassified as, and be converted into, one fully paid and nonassessable share of Class B Common Stock, the terms of which are set forth in the form of Certificate of Incorporation of the Company, as amended pursuant to the Charter Amendment.
The Reclassification. At the Initial Effective Time, Transocean shall reclassify the outstanding Transocean Ordinary Shares into the number of Transocean Ordinary Shares and cash as described in Section 4.1, by way of a scheme of arrangement (the “Reclassification”).
The Reclassification. On or before the Closing Date, after the votes required by Section 4.15 have been received and prior to the effectiveness of the Merger, and subject to and upon the terms and conditions of this Agreement, the Company shall cause the certificate of incorporation of the Company to be duly amended in accordance with the Delaware General Corporate Law ("DGCL"), and in a form reasonably acceptable to Parent and Liberty, to reclassify (the "Reclassification") each share of the Class A Common Stock, par value $.01 per share, of the Company as in effect on the date hereof (the "Old Class A Common Stock") and each share of the Class B Common Stock, par value $.01 per share, of the Company as in effect on the date hereof (the "Old Class B Common Stock"), into (i) four-tenths of a share (0.4 shares) of Company Class A Stock and (ii) six-tenths of a share (0.6 shares) of Company Class B Stock. The certificate of incorporation of the Company, as in effect immediately following the Reclassification, shall provide (A) for the Company Class A Stock and the Company Class B Stock to vote together as a single class on all matters presented to the shareholders of the Company (except as otherwise required by the DGCL), (B) for the Company Class A Stock and the Company Class B Stock to be identical in all respects, except that holders of shares of Company Class A Stock shall be entitled to ONE vote per share, and holders of shares of Company Class B Stock shall be entitled to TEN votes per share, on all matters as to which the shareholders of the Company may vote or act by written consent and (C) for the elimination of certain sections of the Company's certificate of incorporation, including, without limitation, Section 6 of Article 4 thereof. A certificate of amendment to effect the Reclassification shall be filed with the Delaware Secretary of State only if the Merger is approved by the requisite vote of the stockholders of the Company and the Reclassification shall become effective immediately prior to Effective Time.
The Reclassification