Recapitalization of the Company Sample Clauses

Recapitalization of the Company. (a) On December 31, 2020, the Company effected a recapitalization, pursuant to which, the Company issued Company Preferred Stock and the Company Warrant pursuant to the Stock and Warrant Purchase Agreement (the “December 31 Recapitalization”). The December 31 Recapitalization was duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company was necessary to authorize the December 31 Recapitalization and the other documents contemplated thereby, and the December 31 Recapitalization was validly approved by the Company’s equityholders.
Sample 1Sample 2
AutoNDA by SimpleDocs
Recapitalization of the Company. Upon the terms and provisions of this Agreement, and subject to and conditioned upon the Requisite Consent of Security Holders, the Company, on such date as the Company in its sole discretion shall designate in a written notice to all the parties to this Agreement (the "Recapitalization Date"), effective as of the Recapitalization Date, shall be recapitalized (the "Recapitalization") as follows:
Sample 1Sample 2
Recapitalization of the Company. Subject to the Change in Control provisions of this Agreement, if while the Award is outstanding, the Company shall effect any subdivision or consolidation of Common Stock or other capital readjustment, the payment of a stock dividend, stock split, combination of Shares, recapitalization or other increase or reduction in the number of Shares outstanding, without receiving compensation therefor in money, services or property, then the number of Shares which may thereafter be exercised pursuant to the Option shall (i) in the event of an increase in the number of Shares outstanding, be proportionately increased and the Option Price of the outstanding Options shall be proportionately reduced; and (ii) in the event of a reduction in the number of Shares outstanding, be proportionately reduced, and the Option Price of the outstanding Options shall be proportionately increased. The Company shall take such action and whatever other action it deems appropriate, in its discretion, so that the value of the Award to the Optionee shall not be adversely affected by a corporate event described in this Section 19(c).
Sample 1
Recapitalization of the Company. The Shareholders ------------------------------- and the Company shall cause (i) the Company to be recapitalized (THE "COMPANY RECAPITALIZATION") so that immediately after the Company Recapitalization, the authorized capital stock of the Company shall consist only of common stock (THE "COMPANY COMMON STOCK") and (ii) thereafter, the exchange into Company Common stock of all outstanding shares of Class A Preferred stock, Class B Stock, Class C stock and Class D stock of the Company.
Sample 1
Recapitalization of the Company. (a) On the date hereof, the Shareholders shall make additional capital contributions in the aggregate amount of US$8,100,000 and Shareholder Loans in the aggregate amount of US$5,900,000, each such capital contributions and Shareholder Loans to be made on a pro rata basis in respect of the Shares that are held by them as of the date hereof.
Sample 1
Recapitalization of the Company. Immediately subsequent to the Closing, the parties hereto will file or cause to be filed with the Secretary of State of the State of Minnesota the Company's Second Amended and Restated Articles of Incorporation (the "New Charter") substantially as set forth in Exhibit A hereto. The New Charter will contain the terms and preferences of each class and series of stock which the Company is authorized to issue. Upon the filing of the New Charter, the Company will have effected a recapitalization transaction (the "Recapitalization") such that, upon consummation of the Recapitalization, (i) Buyers collectively will own 61,576,895 shares of the Common Stock of the Company and 615,769 shares of the Series A Redeemable Preferred Stock of the Company, par value $.01 per share, having the rights, privileges and preferences as are set forth in the New Charter (the "Series A Stock"), such aggregate holdings representing approximately 80.1% of each class of the total issued and outstanding capital stock of the Company and (ii) Seller will own 15,316,080 shares of the Common Stock of the Company and 153,161 shares of the Series A Stock of the Company, such aggregate holdings representing approximately 19.9% of each class of the total issued and outstanding capital stock of the Company. Upon consummation of the Recapitalization and filing of the New Charter with the Secretary of State of the State of Minnesota, the Company will have outstanding Series A Stock with an aggregate liquidation preference equal to seventy-six million eight hundred ninety-two thousand nine hundred seventy-five dollars ($76,892,975) (the "Agreed Revenue Amount").
Sample 1
Recapitalization of the Company. Prior to the Closing and in contemplation of the Recapitalization Transaction, an amendment to the Company's Certificate of Incorporation providing for an increase of the number of authorized shares of its Company Series A Preferred Stock and the convertibility of Company Series B Preferred Stock to Company Series A Preferred Stock, shall have been approved by the Required Recapitalization Vote of the Company's stockholders, and filed with the Secretary of State of the State of Delaware. Prior to the Closing, the Company shall use its best efforts to cause holders of a sufficient number of outstanding shares of the Company's Common Stock who qualify as "accredited investors" under Rule 501 of Regulation D under the Securities Act of 1933, as amended, to convert their shares of Company Common Stock into Company Series A Preferred Stock ("Recapitalization Transaction") to satisfy the condition set forth in Section 6.11. The Company shall complete the Recapitalization Transaction in compliance with all applicable securities laws and other applicable Legal Requirements.
Sample 1
AutoNDA by SimpleDocs

Related to Recapitalization of the Company

  • Capitalization of the Company The authorized capital stock of the Company consists of an unlimited number of shares of Common Stock and preferred stock, no par value, of which 8,000,000 shares of Common Stock and no shares of preferred stock are outstanding. All outstanding shares are duly authorized, validly issued, fully paid and non-assessable. Following the issuance of Company Shares, the capitalization of the Company shall be 40,000,000 shares of common stock.

  • Reorganization of the Company The existence of this Award Agreement shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business; any merger or consolidation of the Company; any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Stock or the rights thereof; the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

  • Recapitalization, etc In the event that any capital stock or other securities are issued in respect of, in exchange for, or in substitution of, any Shares by reason of any reorganization, recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up, sale of assets, distribution to stockholders or combination of the Shares or any other change in capital structure of the Issuer, appropriate adjustments shall be made with respect to the relevant provisions of this Agreement so as to fairly and equitably preserve, as far as practicable, the original rights and obligations of the parties hereto under this Agreement.

  • Recapitalizations, etc The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Stock or the Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or substitution of the Stock or the Options by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

  • Recapitalization or Reclassification If the Company shall at any time effect a recapitalization, reclassification or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a larger or smaller number of shares, then upon the effective date thereof, the number of shares of Common Stock which Holder shall be entitled to purchase upon Exercise of this Warrant shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of shares of Common Stock by reason of such recapitalization, reclassification or similar transaction, and the Exercise Price shall be, in the case of an increase in the number of shares, proportionally decreased and, in the case of decrease in the number of shares, proportionally increased. The Company shall give Holder the same notice it provides to holders of Common Stock of any transaction described in this Section 5(b).

  • Recapitalization or Reorganization In the event of a recapitalization or reorganization of the Company (other than a transaction described in subparagraph B above) pursuant to which securities of the Company or of another corporation are issued with respect to the outstanding shares of Common Stock, an Optionee upon exercising an Option shall be entitled to receive for the purchase price paid upon such exercise, the securities he would have received if he had exercised his Option immediately prior to such recapitalization or reorganization.

  • Recapitalizations If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision, combination or merger or sale of assets transaction or other Triggering Event provided for elsewhere in this Section 5 or in Section 3), a provision shall be made so that the holders of Series D Preferred Stock shall thereafter be entitled to receive upon conversion of shares of Series D Preferred Stock the number of shares of stock or other securities or property of the Corporation or otherwise, to which a holder of Common Stock deliverable upon conversion would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of Series D Preferred Stock after the recapitalization to the end that the provisions of this Section 5 (including adjustment of the Conversion Price then in effect and the number of shares issuable upon conversion of each share of Series D Preferred Stock) shall be applicable after that event and be as nearly equivalent as practicable.

  • Recapitalization Any new, substituted or additional securities or other property (including cash paid other than as a regular cash dividend) which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the Repurchase Right and any escrow requirements hereunder, but only to the extent the Purchased Shares are at the time covered by such right or escrow requirements. Appropriate adjustments to reflect such distribution shall be made to the number and/or class of Purchased Shares subject to this Agreement and to the price per share to be paid upon the exercise of the Repurchase Right in order to reflect the effect of any such Recapitalization upon the Corporation's capital structure; provided, however, that the aggregate purchase price shall remain the same.

  • Recapitalization/Reorganization (a) Any new, substituted or additional securities or other property which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be immediately subject to the First Refusal Right, but only to the extent the Purchased Shares are at the time covered by such right.

  • Recapitalization or Readjustment In case of any recapitalization, readjustment or other change in the capital structure of the Fund requiring a change in the form of stock certificates, DST will issue or register certificates in the new form in exchange for, or in transfer of, the outstanding certificates in the old form, upon receiving:

Time is Money Join Law Insider Premium to draft better contracts faster.