Authorized Share Amendment definition

Authorized Share Amendment means an amendment to the Borrower’s certificate of incorporation, as amended, increasing the number of authorized shares of Common Stock to an amount that is sufficient, in the Borrower’s sole judgment after taking into account all shares of Common Stock outstanding on the Business Day immediately preceding the date that the definitive proxy statement relating to the Authorized Share Amendment is filed with the Commission, as well as all shares of Common Stock reserved or necessary to satisfy the Borrower’s obligations as of such date to issue shares of Common Stock pursuant to the terms of any then outstanding convertible or exchangeable securities or contractual obligations (other than the Notes) or the Borrower’s anticipated future capital raising activities, to settle the conversion of all then-outstanding Notes at the Conversion Rate then applicable, after giving effect to the maximum number of shares of Common Stock that may be deliverable upon conversion in connection with a Make-Whole Fundamental Change, plus such additional number of shares of Common Stock that the Borrower reasonably anticipates issuing in connection with Amortization Payments and Interest Make-Whole Payments on the Notes, in each case without giving effect to any Beneficial Ownership Limitation.

Authorized Share Amendment has the meaning set forth in Section 4.9 hereof.

Authorized Share Amendment shall have the meaning assigned such term in Section 4.02.

Examples of Authorized Share Amendment in a sentence

• If approval by the Borrower’s stockholders of the Authorized Share Amendment and the Nasdaq Stockholder Approval are obtained at such meeting, the Borrower shall cause the Authorized Share Amendment to be duly adopted and filed with the Secretary of State of the State of Delaware no later than one Business Day following the receipt of such approval.

• The Maker agrees to use its reasonable commercial efforts to file a Schedule 14 C with the Securities Exchange Commission with respect to the Authorized Share Amendment by no later than February 15, 2008.

• The Borrower will use its reasonable best efforts to obtain approval of the Authorized Share Amendment and the Nasdaq Stockholder Approval, including by seeking such approval, if not previously obtained, at each future regular annual meeting of its stockholders and endorsing its approval in the related proxy materials.

• As promptly as practicable after the Initial Closing Date, and in any case no later than August 30, 2022, the Borrower shall cause to be held a meeting of the Borrower’s stockholders and shall cause to be presented to the Borrower’s stockholders for their approval at such meeting, and recommend the approval of, the Authorized Share Amendment and the Nasdaq Stockholder Approval.

• Prior to the Authorized Share Amendment Date, whenever the Share Conversion Cap is adjusted as herein provided, the Borrower shall prepare a notice of such adjustment of the Share Conversion Cap setting forth the adjusted Share Conversion Cap and the date on which each adjustment becomes effective and shall send such notice of such adjustment to the Holder.

More Definitions of Authorized Share Amendment

Authorized Share Amendment shall have the meaning assigned to such term in Section 7.06.

Authorized Share Amendment means the amendment to the Articles to be submitted to a vote at the Annual Meeting whereby the Corporation is proposing to increase the authorized shares of Common Stock from 2,000,000 shares to 250,000,000 shares.

Authorized Share Amendment means an amendment to our certificate of incorporation to increase the number of authorized shares of common stock to an amount that is sufficient, in our sole judgment after taking into account all shares of common stock outstanding, as well as all shares of common stock reserved or necessary to satisfy the company’s obligations to issue shares of common stock pursuant to the terms of any then outstanding convertible or exchangeable securities or contractual obligations (other than the Notes) or the company’s anticipated future capital raising activities, to settle the conversion of all then-outstanding Notes at the conversion rate then applicable, after giving effect to the maximum number of shares of common stock that may be deliverable upon conversion in connection with a Make-Whole Fundamental Change, plus such additional number of shares of common stock that the

Authorized Share Amendment means an amendment to the Company’s Amended and Restated Articles of Incorporation increasing the number of authorized shares of Common Stock to an amount that is sufficient, after taking into account all shares of Common Stock outstanding on the Business Day immediately preceding the date that the definitive proxy statement relating to the Authorized Share Amendment is filed with the SEC, as well as all shares of Common Stock reserved or necessary to satisfy the Company’s obligations as of such date to issue shares of Common Stock pursuant to the terms of any then outstanding convertible or exchangeable securities or contractual obligations (other than the Notes), to settle the conversion of all then-outstanding Notes (assuming Physical Settlement) at the Conversion Rate then applicable, after giving effect to the maximum number of Shares that may be issued by the Company in satisfaction of its Make-Whole Obligation for all such Notes, in each case without giving effect to any Ownership Limitation, assuming for purposes of the calculations required by this definition that the Conversion Make-Whole Share Price is equal to one-half (1/2) the lesser of (x) the Conversion Price and (y) the simple average of the ten (10) Daily VWAPs for the ten (10) Trading Day period ending on, and including, the Trading Day immediately preceding the date that the applicable definitive proxy statement relating to the Authorized Share Amendment is filed with the SEC.

Authorized Share Amendment means a certificate of amendment to the Forest Charter providing for an increase in the number of authorized shares of Forest Common Stock in substantially the form attached as Exhibit A-2 to this Agreement.

Authorized Share Amendment is defined in the Note.

Authorized Share Amendment means an amendment to the Borrower’s certificate of incorporation, as amended, increasing the number of authorized shares of Common Stock to an amount that is sufficient, in the Borrower’s sole judgment after taking into account all shares of Common Stock outstanding on the Business Day immediately preceding the date that the definitive proxy statement relating to the Authorized Share Amendment is filed with the Commission, as well as all shares of Common Stock reserved or necessary to satisfy the Borrower’s obligations as of such date to issue shares of Common Stock pursuant to the terms of any then outstanding convertible or exchangeable securities or contractual obligations (other than the Notes) or the Borrower’s anticipated future capital raising activities, to settle the conversion of all then-outstanding Notes at the Conversion Rate then applicable, after giving effect to the maximum number of shares of Common Stock that may be deliverable upon conversion in connection with a Make-Whole Fundamental Change, plus such additional number of shares of Common Stock that the Borrower reasonably anticipates issuing in connection with Amortization Payments and Interest Make-Whole Payments on the Notes, in each case without giving effect to any Beneficial Ownership Limitation. 6 To be the date this Amended and Restated Note is executed.