Stockholder Filing definition

Stockholder Filing means the filing by the Company, and effectiveness of an amended and restated Certificate of Incorporation duly approved by the stockholders of the Company in accordance with applicable law, of the Company’s Certificate of Incorporation and Bylaws pursuant to which the number of shares of Common Stock authorized thereunder is increased, to be completed not later than five (5) Business Days from the approval of the stockholders of the Company of such amendment to the Company’s Certificate of Incorporation.
Sample 1

Examples of Stockholder Filing in a sentence

  • The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued capital stock (i) prior to the Stockholder Filing, a sufficient number of shares of Series A Preferred Stock, and (ii) after the Stockholder Filing, a sufficient number of shares of Common Stock, to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant.

  • Upon the Stockholder Filing, the shares of Series A Preferred Stock then outstanding shall automatically convert, without any action on the part of the Holder thereof and without payment of any additional consideration, into such number of fully paid and non-assessable whole shares of Common Stock as is obtained by multiplying the number of shares to be converted by the applicable Conversion Factor.

  • Prior to the Stockholder Filing, the Series A Preferred Stock shall not be convertible.

  • After the Stockholder Filing, the Company shall reserve and keep available at all times, free of preemptive rights, a sufficient number of shares of Common Stock for the purpose of enabling the Company to issue Warrant Shares pursuant to this Agreement.

  • The exercise price per share of the Series A Preferred Stock under this Warrant shall be $1,750 and, following the Stockholder Filing, the exercise price per share of the Common Stock under this Warrant shall be $1.75, in each case subject to adjustment hereunder (the “Exercise Price”).

  • Prior to the Stockholder Filing, any adjustments pursuant to this Section 5(a) shall take into account the number of shares of Common Stock into which each share of Series A Preferred Stock will be converted.

Related to Stockholder Filing

  • Parent Stockholders Meeting has the meaning set forth in Section 6.2(b).

  • Company Stockholders Meeting has the meaning set forth in Section 6.2(a).

  • Company Stockholder Meeting means the meeting of the holders of shares of Company Common Stock for the purpose of seeking the Company Stockholder Approval, including any postponement or adjournment thereof.

  • Stockholder Group means the Stockholder and each Person (other than any member of the Company Group) that is an Affiliate of the Stockholder.

  • Consent Solicitation Statement means the consent solicitation statement included as part of the Registration Statement with respect to the solicitation by the Company of the Company Stockholder Approval.

  • Company Shareholders Meeting shall have the meaning set forth in Section 5.2(b).

  • Company Proxy Statement has the meaning set forth in Section 3.5.

  • Stockholders Meeting shall have the meaning set forth in Section 6.2(c).

  • Company Shareholder Meeting has the meaning specified in Section 8.2(b).

  • Parent Stockholder Approval means the affirmative vote of the holders of a majority of the shares of Parent Stock entitled to vote with respect to the approval of the Parent Stock Issuance.

  • Parent Stockholders means the holders of Parent Common Stock.

  • Stockholder Meeting means each annual or special meeting of stockholders of the Company, or any action by written consent of the Company’s stockholders in lieu thereof, and any adjournment, postponement, rescheduling, continuation or meeting held in lieu thereof;

  • New Registration Statement has the meaning set forth in Section 2(a).

  • Proxy Statement has the meaning set forth in Section 6.03(a).

  • Significant Stockholder means Allied Irish Banks, p.l.c., a limited liability company incorporated under the laws of Ireland having its registered office at Bankcentre, Ballsbridge, Dublin 4, Ireland, and any successor thereto.

  • Company Stockholder Approval has the meaning set forth in Section 4.2(b).

  • 10% Stockholder means the owner of stock (as determined under Code Section 424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Corporation (or any Parent or Subsidiary).

  • Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of NYB Common Stock to be offered to holders of Synergy Common Stock in connection with the Merger.

  • Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.

  • Company Stockholders means the holders of shares of Company Capital Stock.

  • Stockholder Associated Person of any stockholder means (A) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (B) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder or (C) any person directly or indirectly controlling, controlled by or under common control with such Stockholder Associated Person.

  • Joint Proxy Statement shall have the meaning set forth in Section 6.3(a).

  • Information Statement means the information statement to be made available to the holders of Parent Shares in connection with the Distribution, as such information statement may be amended or supplemented from time to time prior to the Distribution.

  • Company Registration Statement shall have the meaning set forth in Section 3.5(a).

  • Company Shareholder Approval has the meaning set forth in Section 4.03(d).

  • Stockholder Agreement means the Stockholder Agreement, dated as of August 29, 2003, among the Company and its stockholders, as amended and in effect from time to time.