Recapitalization Closing definition

Recapitalization Closing means the Closing as defined in the Stock Purchase Agreement.
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Recapitalization Closing has the meaning set forth in Section 2.4(c).
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Recapitalization Closing is defined in Section 2.02.
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Examples of Recapitalization Closing in a sentence

  • The Recapitalization Closing may occur if the closing conditions to the Recapitalization are satisfied, even if you do not execute this Consent.

  • The effectiveness of this Consent, including the release and the indemnification provisions set forth herein, is subject to the Recapitalization Closing.

  • The Recapitalization Closing remains subject to the satisfaction or waiver of certain closing conditions related thereto, and there can be no guarantee that the transactions contemplated by the Agreement will be consummated on a timely basis or at all.

  • The Closing shall be held at the Recapitalization Closing Time (as defined in the Plan of Recapitalization) at the offices of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000.

  • This Amendment shall become effective upon the closing of the Recapitalization pursuant to the Restructuring Agreement (the "Recapitalization Closing").

  • After the Recapitalization Closing, the Employment Agreement and this Amendment shall be read, taken and construed as one and the same instrument.

  • Upon the Recapitalization Closing, any and all stock options granted to the Employee by the Company (whether such options were granted under or outside of the 1996 Plan) are hereby cancelled and terminated.

  • Commencing with the first fiscal quarter of 2000, the Executive shall be eligible to participate in the new Executive Cash Incentive Program (the "New Executive Cash Incentive Program"), the terms of which are outlined in Exhibit A hereto, which shall be approved by the Board of Directors of the Company at its first meeting subsequent to the Recapitalization Closing.

  • The Parties will take such further action and deliver or cause to be delivered to each other on the Recapitalization Closing Date and at such other times thereafter as will be reasonably agreed such additional agreements, instruments or other documents as any of them may reasonably request for the purpose of carrying out this Agreement.

  • In the event that the Recapitalization Closing shall not occur, this Agreement shall be void ab initio.

Related to Recapitalization Closing

  • Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.

  • Recapitalization Agreement shall have the meaning set forth in the Recitals.

  • 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;

  • Recapitalization means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

  • Pre-Closing Reorganization has the meaning set forth in the Recitals.

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Acquisition Closing Date means the date on which the Acquisition is consummated.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.

  • Merger Closing means “Closing,” as that term is defined in the Merger Agreement.

  • Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.

  • Reverse Split has the meaning set forth in Section 5.21.

  • 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.

  • Corporate Reorganization means any change in the legal existence of any Subject Entity (other than a Capital Reorganization) including by way of amalgamation, merger, winding up, continuance or plan of arrangement.

  • Mergers has the meaning set forth in the Recitals.

  • Option Closing Date shall have the meaning ascribed to such term in Section 2.2(c).

  • Pre-Closing Restructuring has the meaning specified in Section 6.14(a).

  • Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • IPO Closing means the initial closing of the sale of the Class A Common Stock in the IPO.

  • Change in Capitalization means any increase or reduction in the number of Shares, or any change (including, but not limited to, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise.

  • First Closing has the meaning set forth in Section 2.1(a).

  • Option Closing means the closing of the purchase and sale of the Option Shares pursuant to Section 2.2.