Reclassification Agreement definition

Reclassification Agreement means the Reclassification Agreement, dated as of June 20, 2023, by and among the Company and the Holders.
View Source
Reclassification Agreement has the meaning given to such term in the Recitals.
View Source
Reclassification Agreement means that certain Reclassification Agreement, dated the date hereof, by and between the Company and RMS, Limited Partnership.
View Source

Examples of Reclassification Agreement in a sentence

  • The Company’s directors and officers are prohibited from pledging Company stock pursuant to the Board’s anti-pledging policy; provided, however, that certain permitted persons are allowed to continue pledging following the date of this amended Corporate Governance Guidelines as set forth in the Reclassification Agreement and the Board’s anti-pledging policy.

  • This Irrevocable Proxy shall be terminated automatically upon the termination of the Reclassification Agreement in accordance with its terms; provided, that this Irrevocable Proxy shall come back into full force and effect, without any further action of either party, if the Reclassification Agreement is reinstated pursuant to Section 5.7(c) of the Reclassification Agreement.

  • The Reclassification Agreement (including the exhibits and annexes attached hereto) and this Irrevocable Proxy constitute the entire agreement among the parties, and supersede all prior agreements, understandings, arrangements or representations, by or among the parties, written and oral, with respect to the subject matter hereof.

  • The procedures for exchanging or transferring, as applicable, the certificated and book-entry shares of Former Class B Common following the Effective Time and for receiving the Stock Consideration and the Cash Consideration upon such exchange or transfer are set forth in the Reclassification Agreement.

  • All notices, requests, claims, demands and other communications hereunder shall be given in accordance with Section 8.9 of the Reclassification Agreement.

  • This means that the words “I,” “me,” and “my” mean each and all of the persons signing below.

  • The parties hereto acknowledge and agree that the Reclassification Agreement imposes transfer restrictions that apply during the Lock-Up Period (as defined therein), and any sale pursuant to a registration made pursuant to this Agreement shall comply with such restrictions (to the extent applicable).

  • This Irrevocable Proxy shall be terminated automatically upon the termination of the Reclassification Agreement in accordance with its terms.

  • This Irrevocable Proxy is coupled with an interest by virtue of, among other things, the voting obligations of the Trustee set forth in the Reclassification Agreement, was given by the Trustee, on behalf of each Trust, to induce the Company to enter into the Reclassification Agreement and, pursuant to Section 33-706(d)(5) of the CBCA, shall be irrevocable.

  • All notices, requests, claims, demands and other communications hereunder shall be given in accordance with Section 8.8 of the Reclassification Agreement.


More Definitions of Reclassification Agreement

Reclassification Agreement means the Reclassification Agreement, dated as of June 20, 2023, between the Company and the Jacobson / Gershwind Family Shareholders, as it may be amended from time to time, attached to this proxy statement / prospectus as Annex C.
View Source

Related to Reclassification Agreement

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

  • Reorganization Agreement has the meaning set forth in the recitals.

  • Combination Agreement shall have the meaning given in the Recitals hereto.

  • Reclassification Event means any of the following: (a) any reclassification or recapitalization of PubCo Shares (other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of a subdivision or combination or any transaction subject to Section 4.1(e)), (b) any merger, consolidation or other combination involving PubCo, or (c) any sale, conveyance, lease or other disposal of all or substantially all the properties and assets of PubCo to any other Person, in each of clauses (a), (b) or (c), as a result of which holders of PubCo Shares shall be entitled to receive cash, securities or other property for their PubCo Shares.

  • Reclassification An upgrade of a position to a higher classification as a result of the gradual increase of the duties being performed by the incumbent in such position.