Reclassification Amendment definition
Examples of Reclassification Amendment in a sentence
In connection with each meeting of the Company's shareholders at which the Reclassification Amendment is submitted for approval of the Company's shareholders, the Company shall use its commercially reasonable efforts to cause the adoption of the Reclassification Amendment by the shareholders of the Company, including soliciting proxies in favor of the adoption of the Reclassification Amendment by the shareholders of the Company.
Sellers, the GP and the Partnership shall have entered into the Reclassification Amendment in a form that is satisfactory to Buyers in their sole discretion.
Notwithstanding the provisions of Section 18, in the event that any Stockholder acquires any additional Securities, (i) such Stockholder shall promptly notify Ameritrade in writing of such acquisition (other than in connection with Reclassification Amendment 1, the Pre-Closing Conversion and the Pre-Closing Reclassification) and (ii) such securities shall, without further action of the parties, be subject to the provisions of this Agreement, and Annex A will be deemed amended accordingly.
The ERS Principal Shares shall have been reclassified as an equivalent number of shares of ERS Class B Common Stock pursuant to the provisions of an amendment to the certificate of incorporation of ERS (herein referred to as the "Reclassification Amendment") in the form set forth in the certificate attached hereto as Exhibit A duly filed with the Secretary of State of Delaware in accordance with the requirements of the GCL immediately prior to the Effective Time.
The authorized capital stock of ERS, prior to the filing of the Reclassification Amendment, consists of: (x) 2,000,000 shares of ERS Preferred Stock, of which 40,000 shares have been designated as ERS Series A-1 Stock, and of which 39,985 shares are issued and outstanding on the date hereof; and (y) 35,000,000 shares of ERS Common Stock, of which 21,345,383 shares are issued and outstanding on the date hereof.
Each of Sellers, the Partnership and the GP shall deliver to Buyers a copy of the Reclassification Amendment, in each case executed by it.
Each Class A Right and Class B Right issued and outstanding prior to the effective time of the Reclassification Amendment and associated with Class A Common Stock or Class B Common Stock represented by a Book-Entry, remained outstanding immediately after such effective time, and became a Right associated with the Common Shares into which such Class A Common Stock or Class B Common Stock was reclassified pursuant to the Reclassification Amendment.