Qualifying Recapitalization definition

Qualifying Recapitalization means a recapitalization of the Holding Company which shall not include a Sale of the Company, pursuant to which all of the Holding Company’s Preferred Stock is redeemed by the Holding Company for the original cost thereof plus all accrued and unpaid dividends thereon.
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Qualifying Recapitalization means a recapitalization, reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Corporation's assets (or the assets of any material Subsidiary of the Corporation) to another Person, or other transaction which is effected in such a manner that holders of Common Stock (or the equity holders of the material Subsidiary) are entitled to receive (either directly or upon subsequent liquidation) stock, securities or assets with respect to or in exchange for such Common Stock (or equity of the material Subsidiary).
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Examples of Qualifying Recapitalization in a sentence

  • Notice of and Vote on Qualifying Public Offering or Qualifying Recapitalization.

  • The Corporation shall not engage in any such Qualifying Public Offering or Qualifying Recapitalization with out the prior written approval of the holders of a majority of the issued and outstanding shares of Series A Preferred and Series B Preferred Stock voting as a single class.

  • Any redemption requested by the holders of shares of Series B Preferred must be received by the Corporation at least 30 days prior to the scheduled closing of the Qualifying Recapitalization.

  • The conversion of any shares of Series A Preferred may, at the election of the holders of at least a majority of the outstanding shares of Series A Preferred, be conditioned upon the consummation of the Qualifying Public Offering or Qualifying Recapitalization, in which case such conversion shall not be deemed to be effective until the consummation of the Qualifying Public Offering or Qualifying Recapitalization.

  • The Corporation shall give written notice to the holders of Series B Preferred at least 60 days prior to the date on which any Qualifying Public Offering or Qualifying Recapitalization is proposed to take place.

  • The Corporation shall give written notice to the holders of Series A Preferred at least 60 days prior to the date on which any Qualifying Public Offering or Qualifying Recapitalization is proposed to take place.

  • In the event of a Qualifying Recapitalization (as defined in the Certificate of Incorporation) as a result of which the Company receives consideration consisting substantially of cash and/or securities, each party hereto agrees to vote all shares of ARC Holdings Common Stock controlled by such Person in order to effect a liquidating distribution thereof.

  • The conversion of any shares of Series B Preferred may, at the election of the holders of at least a majority of the outstanding shares of Series B Preferred, be conditioned upon the consummation of the Qualifying Public Offering or Qualifying Recapitalization, in which case such conversion shall not be deemed to be effective until the consummation of the Qualifying Public Offering or Qualifying Recapitalization.

Related to Qualifying Recapitalization

  • Recapitalization Event means any event of share combination or subdivision, distribution of bonus shares or any other similar reclassification, reorganization or recapitalization of the Company’s share where the shareholders retain their proportionate holdings in the Company.

  • Recapitalization means any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event.

  • 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.

  • Change in Control Transaction means the occurrence of any of the following events:

  • Change of Control Transaction means the occurrence after the date hereof of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 33% of the voting securities of the Company (other than by means of conversion or exercise of the Debentures and the Securities issued together with the Debentures), (b) the Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially all of its assets to another Person and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.

  • Company Capitalization means the sum, as of immediately prior to the Equity Financing, of: (1) all shares of Capital Stock (on an as-converted basis) issued and outstanding, assuming exercise or conversion of all outstanding vested and unvested options, warrants and other convertible securities, but excluding (A) this instrument, (B) all other Safes, and (C) convertible promissory notes; and (2) all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Equity Financing.

  • Change in Capitalization means any increase or reduction in the number of Shares, or any change (including, but not limited to, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure or otherwise.

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

  • Partnership Change of Control means Tesoro Corporation ceases to Control the General Partner.

  • Control Transaction means any of the following transactions or any combination thereof:

  • Common Share Reorganization has the meaning set forth in Section 4.1;

  • Stock Split means any kind of stock split in relation to the Shares, including a free share distribution to the holders of Shares, a stock dividend or a sub-division of Shares;

  • Common Stock Fundamental Change means any Fundamental Change in which more than 50% of the value (as determined in good faith by the Board of Directors of the Company) of the consideration received by holders of Common Stock consists of common stock that, for the 10 Trading Days immediately prior to such Fundamental Change, has been admitted for listing or admitted for listing subject to notice of issuance on a national securities exchange or quoted on Nasdaq National Market, provided, however, that a Fundamental Change shall not be a Common Stock Fundamental Change unless either (i) the Company continues to exist after the occurrence of such Fundamental Change and the outstanding Preferred Stock continues to exist as outstanding Preferred Stock, or (ii) not later than the occurrence of such Fundamental Change, the outstanding Preferred Stock is converted into or exchanged for shares of convertible preferred stock, which convertible preferred stock has powers, preferences and relative, participating optional or other rights, and qualifications, limitations and restrictions substantially similar (but no less favorable) to those of the Preferred Stock.

  • Equity Event is the receipt by Borrower after the Effective Date of unrestricted net cash proceeds of not less than Sixty-Five Million Dollars ($65,000,000.00) pursuant to an initial public offering of equity securities of Borrower.

  • Reorganization Transaction see clause (d) of the definition of “Change of Control.”

  • Make-Whole Acquisition Stock Price means the price paid per share of Common Stock in the event of a Make-Whole Acquisition. If the holders of shares of Common Stock receive only cash in the Make-Whole Acquisition in a single per-share amount, other than with respect to appraisal and similar rights, the Make-Whole Acquisition Stock Price shall be the cash amount paid per share of Common Stock. For purposes of the preceding sentence as applied to a Make-Whole Acquisition of the type set forth in clause (a) of the definition Make-Whole Acquisition, a single price per share of Common Stock shall be deemed to have been paid only if the transaction or transactions that caused the Make-Whole Acquisition to occur was a tender offer for more than 50% of the then-outstanding Common Stock. Otherwise, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on the ten Trading Days up to, but not including, the Make-Whole Acquisition Effective Date.

  • Change of Control means the occurrence of any of the following:

  • Reorganization Transactions shall have the meaning set forth in the recitals.

  • Reclassification means the upgrading of a position to a higher classification as a result of the gradual increase of the duties being performed by the incumbent in that position.

  • Reorganization Event has the meaning specified in Section 5.6(b).

  • Change in Control Date means the date on which a Change in Control occurs.

  • Change of Control Triggering Event means the occurrence of both a Change of Control and a Rating Event.

  • Non-Stock Fundamental Change means any Fundamental Change other than a Common Stock Fundamental Change.

  • Business Combination Date means the date upon which a Business Combination is consummated.

  • Change of Control Date means the date on which a Change of Control occurs.

  • Qualifying Transaction means a transaction where a CPC acquires Significant Assets, other than cash, by way of purchase, amalgamation, merger or arrangement with another Company or by other means.