Authorized Shares Amendment definition

Authorized Shares Amendment means the amendment of the Articles of Incorporation to increase the number of authorized shares of Common Stock to 150,000,000 shares.
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Authorized Shares Amendment has the meaning set forth in Section 4.2(l).
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Authorized Shares Amendment means the amendment of the Articles of Incorporation to increase the number of authorized shares of Common Stock to permit the issuance of Common Stock in connection with the exchange of all outstanding shares of Series A Participating Preferred Stock at the time of such amendment into Common Stock.
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Examples of Authorized Shares Amendment in a sentence

  • On the date that is 15 days following the receipt of the Requisite Shareholder Approval and the Authorized Shares Amendment each outstanding share of Series B Participating Preferred Stock shall automatically be exchanged into a number of newly issued shares of Common Stock equal to the Participation Factor, as may be adjusted pursuant to Section 7 (such automatic exchange pursuant to this Section 6(a), the “Mandatory Exchange”).

  • As promptly as practicable following adoption of the Authorized Shares Amendment and the Fair Price Charter Amendment by the requisite affirmative vote of the Buyer's shareholders but prior to Closing, the Buyer shall file with the Secretary of the Commonwealth of Massachusetts articles of amendment, duly signed in accordance with the Massachusetts Business Corporation Law setting forth the Authorized Shares Amendment, the Fair Price Charter Amendment, and the due adoption thereof.

  • Third, no one challenged the validity of the New Charter or questioned whether the Authorized Shares Amendment was validly adopted (circumstances that remain true today).

  • Nevertheless, aspects of the Authorized Shares Amendment and the alterations and changes it made on New Spire’s capital structure and the lack of developed case law related to Section 242(b)(2) create doubt as to whether the shareholder vote approving the amendment fully satisfied DGCL Section 242(b)(2).

  • As disclosed in the company’s August 13, 2021 Form 8-K, the Authorized Shares Amendment was approved by 14,695,993 shares, a majority of the 28,531,727 shares entitled to vote, and over 82% of the 17,866,883 shares present at the meeting.

  • It has been over eighteen months since15the vote on the Authorized Shares Amendment and the Class A Common Stock has been actively traded on the New York Stock Exchange since that date.

  • As and solely to the extent required by applicable law, as promptly as possible following the effective date of the termination of registration of the Common Stock under Section 12(g) of the Exchange Act, Holdings shall seek the adoption and approval of its stockholders, by written consent or by vote taken at a duly called meeting of stockholders, of the Series A Amendment, the Authorized Shares Amendment and, if applicable, the other transactions contemplated by the Restructuring.

  • The issuance of the Exchange Notes, the Bridge Note, the Consideration Shares and the Closing of the transactions contemplated by this Agreement is subject to Stockholder Approval and the filing of the Authorized Shares Amendment.

  • New Spire is unable to ratify the Authorized Shares Amendment on a timely basis pursuant to Section 204 because any such ratification would require a vote of the holders of the company’s valid stock under DGCL Section 204(d) and Article Seven, paragraph 5 of the New Charter prohibits such ratification by written consent in lieu of a meeting of stockholders.

  • Following the de-SPAC, New Spire, its board of directors and the other de-SPAC participants treated the New Charter, including the Authorized Shares Amendment, and the stock issued pursuant thereto as valid.


More Definitions of Authorized Shares Amendment

Authorized Shares Amendment means an amendment to the Parent’s Articles of Incorporation, pursuant to which the number of shares of common stock which Parent is authorized to issue is increased from 10,000,000 to 25,000,000.
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Authorized Shares Amendment means the amendment of the Articles of Incorporation to increase the number of authorized shares of Common Stock to 250,000,000 shares.
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Authorized Shares Amendment means the amendment approved by the Compensation Committee of the Board on September 4, 2015 to increase the number of shares of Common Stock authorized to be issued pursuant to the Plan from 1,000,000 to 2,000,000, as reflected in Section 4.
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Related to Authorized Shares Amendment

  • Authorized shares means the shares of all classes a domestic or foreign corporation is authorized to issue.

  • Series D Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately upon issuance and have a term of exercise equal to five (5) years, in the form of Exhibit C attached hereto.

  • Series B Warrants means, collectively, the Series B Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof and the other Series B Warrants contemplated under Section 2.1 to be issued concurrently at the Closing, which Series B Warrants shall be exercisable beginning immediately and have a term of exercise equal to five (5) years, in the form of Exhibit B-2 attached hereto.

  • Existing Warrants means any warrants to purchase Common Stock outstanding on the date of this Agreement.

  • Reserved Shares means initially, [ ] Shares. The Reserved Shares may be increased or decreased in a Supplemental Confirmation.

  • 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;

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Common Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Common Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Series B-2 Preferred Stock means shares of the Company’s Series B-2 Preferred Stock, par value $0.001 per share.

  • Fully Diluted Share Number means the aggregate sum of: (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time; (ii) the number of shares of Company Common Stock issuable upon the voluntary conversion of all of the shares of Company Preferred Stock issued and outstanding immediately prior to the Effective Time into Company Common Stock and (iii) the number of shares of Company Common Stock issuable upon exercise of all Stock Options.

  • Series H Preferred Stock means the Corporation's Series H Convertible Preferred Stock, par value $0.004 per share.

  • Founder Shares Purchase Agreement shall have the meaning given in the Recitals hereto.

  • Commitment Shares shall have the meaning set forth in Section 12.04.

  • Alternate VRDP Shares Purchase Agreement means any agreement with a successor liquidity provider replacing the VRDP Shares Purchase Agreement (or any replacement therefor) upon its termination in accordance with its terms and containing a Purchase Obligation substantially similar to the Purchase Obligation therein, as determined by the Fund.

  • Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to be issued) by the Corporation after the Series B Original Issue Date, other than (1) the following shares of Common Stock and (2) shares of Common Stock deemed issued pursuant to the following Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

  • Series B Preferred Shares means the Series B Preferred Shares of the Company, par value US$0.0001 per share.

  • 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 C Preferred Shares means the Company’s series C preferred shares, par value US$0.00001 per share.

  • Series A Warrants means, collectively, the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately from the Closing Date and have a term of exercise equal to five (5) years, in the form of Exhibit A attached hereto.

  • Existing Preferred Stock means, collectively, the outstanding shares of the Series E 6% Convertible Preferred Stock of the Corporation.

  • Series B Shares means the shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, of the Company.

  • Share Designation has the meaning assigned to such term in ‎Section 3.2(b).

  • Class B Warrants means the Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall be exercisable immediately and have a term of exercise equal to 5 years, in the form of Exhibit C attached hereto.

  • Dilutive Issuance Notice shall have the meaning set forth in Section 5(b).

  • New Preferred Stock means the Convertible Series A Preferred Stock and the Series B Preferred Stock.

  • Series C Warrants means, collectively, the Series C Common Stock purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, which Warrants shall vest and be exercisable ratably commencing on the exercise of the Series B Warrants held by the Purchaser (or its assigns) and have a term of exercise equal to 5 years from the date of issuance, in the form of Exhibit C attached hereto.