Recapitalization Steps Sample Clauses

Recapitalization Steps. On the Closing Date, the Parties shall consummate the following transactions in the following order: (a) Onshore GP will cause Offshore Blocker to distribute in-kind an interest in Onshore AIV to Offshore Holdings in full redemption of Offshore Holdings’ interest in Offshore Blocker, and Onshore Holdings will consummate the debt contribution contemplated by the Debt Contribution Agreement; (b) Offshore Holdings will contribute such interest in Onshore AIV received in the distribution described in Section 2.1(a) to the TCP Blocker Entity in exchange for an interest in the TCP Blocker Entity; (c) TCP SRAM Holdings will make an in-kind distribution of an aggregate of 794,816.24457 Class A Units owned by TCP SRAM Holdings to Onshore AIV in partial redemption of Onshore AIV’s interests in TCP SRAM Holdings; (d) Onshore GP will cause Onshore AIV to make an in-kind distribution of 716,024.33028 Class A Units received in the distribution described in Section 2.1(c) to TCP Blocker Entity in full redemption of TCP Blocker Entity’s interest in Onshore AIV, and immediately thereafter, TCP Blocker Entity will execute and deliver the Joinder to, and thereby become a member of, the Company; (e) Onshore GP will cause Onshore AIV to make an in-kind distribution of 78,791.91429 Class A Units received in the distribution described in Section 2.1(d) to AIV GP and immediately thereafter, AIV GP will contribute such Class A Units to TCP SRAM Holdings in exchange for interests in TCP SRAM Holdings; (f) the Company will cause SRAM, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company, to distribute an aggregate of $575,000,000.00 to the Company; (g) immediately following the distribution described in Section 2.1(f), the Company will distribute an aggregate amount of $459,850,244.28 to, or for the account of, TCP SRAM Holdings and the Co-Investors, as allocated in accordance with Schedule 2.1(g), in full redemption of their respective Class A Units; (h) immediately following the distribution described in Section 2.1(g), the Company will distribute $115,149,755.72 to SRAM-SP2 in redemption of 575,820.29 Class B Units held by SRAM-SP2; (i) immediately following the distribution described in Section 2.1(h), SRAM-SP2 or its designee will purchase from the Sellers, and the Sellers shall sell to SRAM-SP2 or its designee, all of the Sellers’ right, title, and interest in and to, as applicable, (i) all of the outstanding shares of capital stock of GMF SRAM ...
View Source

Related to Recapitalization Steps

  • 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 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.

  • Mergers, Recapitalizations, Stock Splits, Etc Pursuant and subject to Section 12 of the Plan, certain changes in the number or character of the Common Stock of the Company (through sale, merger, consolidation, exchange, reorganization, divestiture (including a spin-off), liquidation, recapitalization, stock split, stock dividend or otherwise) shall result in an adjustment, reduction or enlargement, as appropriate, in Participant’s rights with respect to any unexercised portion of the Option (i.e., Participant shall have such “anti-dilution” rights under the Option with respect to such events, but shall not have “preemptive” rights).

  • 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 provided for elsewhere in this Resolution), provision shall be made (in form and substance satisfactory to the holders of 80 percent or more of the Series A Stock then outstanding) so that the Series A Holders shall thereafter be entitled to receive, upon conversion of the Series A Stock, such shares 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 Resolution with respect to the rights of the Series A Holders after the recapitalization to the end that the provisions of this Resolution (including adjustment of the Series A Conversion Price then in effect and the number of shares that may be acquired upon conversion of shares of Series A Stock) shall be applicable after that event as nearly equivalent as may be practicable.

  • Recapitalizations, Exchanges, etc The provisions of this Agreement shall apply to the full extent set forth herein with respect to (i) the shares of Common Stock, (ii) any and all shares of voting common stock of the Company into which the shares of Common Stock are converted, exchanged or substituted in any recapitalization or other capital reorganization by the Company and (iii) any and all equity securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in conversion of, in exchange for or in substitution of, the shares of Common Stock and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof. The Company shall cause any successor or assign (whether by merger, consolidation, sale of assets or otherwise) to enter into a new registration rights agreement with the Designated Holders on terms substantially the same as this Agreement as a condition of any such transaction.