Reclassification of Common Stock Clause Samples

Reclassification of Common Stock. Upon this Second Amended and Restated Certificate of Incorporation of the Corporation becoming effective pursuant to the DGCL (the “Effective Time”), and without any further action of the Corporation or any stockholder, each share of Class A Common Stock (the “Existing Class A Common Stock”) issued and outstanding or held as treasury stock, in each case, immediately prior to the Effective Time shall be automatically reclassified as and converted into (the “Class A Reclassification”) 104,960.3836276 shares of Class A Common Stock, par value $0.01 per share, of the Corporation (the “New Class A Common Stock”) and each share of Class B Common Stock (the “Existing Class B Common Stock”) issued and outstanding or held as treasury stock, in each case, immediately prior to the Effective Time shall be automatically reclassified as and converted into (the “Class B Reclassification” and, together the Class A Reclassification, the “Reclassification”) 104,960.3836276 shares of Class B Common Stock, par value $0.01 per share, of the Corporation (the “New Class B Common Stock” and, together with the New Class A Common Stock, the “New Common Stock”), as applicable. No fractional shares of New Common Stock shall be issued upon the Reclassification. If any fraction of a share of New Common Stock would otherwise be issuable upon the Reclassification, the Corporation shall, in lieu of issuing any fractional shares of New Common Stock, pay to each stockholder who would otherwise be entitled to receive a fractional share an amount in cash equal to such fraction multiplied by the fair market value per share of the New Common Stock, as determined by the board of directors of the Corporation, computed to the nearest whole cent. Each stock certificate and book-entry position that, immediately prior to the Effective Time, represented shares of Existing Class A Common Stock or Existing Class B Common Stock shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of New Class A Common Stock or New Class B Common Stock, respectively, into which the shares formerly represented by such certificate or book-entry position have been automatically reclassified and converted pursuant to the Reclassification. The description of the Common Stock of the Corporation, and the relative rights, preferences and limitations thereof, or the method of fixing and establishing the same, are as hereinafter ...

Reclassification of Common Stock. In case of any reclassification or change of outstanding shares of the Common Stock (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 in case of any consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of outstanding shares of the Common Stock), or in case of any sale or conveyance to another corporation of the property of the Company as an entirety or substantially as an entirety, Purchasers shall have the right thereafter to convert this Note into the kind and amount of shares of stock of the Company or of such successor or purchasing corporation and other securities and property receivable upon such reclassification, change, consolidation, merger, sale, or conveyance by a holder of the number of shares of Common Stock of the Company into which this Note might have been converted immediately prior to such reclassification, change, consolidation, merger, sale or conveyance. The provisions of this Section shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales, or conveyances.

Reclassification of Common Stock. The Borrower covenants and agrees that in the event its present Common Stock shall be reclassified, split, combined or otherwise changed, or in case of any consolidation or merger of the Borrower with or into another corporation as a result of which holders of Common Stock become entitled to receive securities or other assets (including cash) with respect to or in exchange for their Common Stock (other than a merger with a subsidiary in which merger the Borrower is the continuing corporation and which does not result in any reclassification, capital reorganization or other change of outstanding shares of Common Stock) or in case of any sale, lease or conveyance to another corporation of the property of the Borrower as an entirety or substantially as an entirety, the Borrower shall make proper provision as a part of the terms of such reclassification, split, combination, change, consolidation, merger or sale, that the holder of the Warrants and the Note will thereafter be entitled to convert it into the same kind and amount of securities (including in that term, stock of any class or classes) and other assets as may be issuable or distributable by the terms of such reclassification, split, combination, change, consolidation, merger or sale.

Reclassification of Common Stock. If the Company at any time shall by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to such combination, reclassification, exchange, subdivision or other change.

Reclassification of Common Stock. If the Seller, after the Issue Date, reclassifies the Common Stock into securities, including securities other than Common Stock (other than any reclassification upon an Adjustment Event to which Section 6.2 applies), such reclassification shall be deemed to involve: (i) to the extent such securities are securities other than Common Stock, a distribution of such securities to all holders of Common Stock under Section 6.1(d) (and the effective date of such reclassification shall be deemed to be “the date fixed for the determination of holders of Common Stock entitled to receive such distribution” and the “date fixed for such determination” within the meaning of Section 6.1(d)); and (ii) to the extent such securities are Common Stock, a subdivision, split or combination, as the case may be, of the number of shares of Common Stock outstanding immediately prior to such reclassification into the number of shares of Common Stock outstanding immediately thereafter under Section 6.1(c) (and the effective date of such reclassification shall be deemed to be “the day upon which such subdivision or split becomes effective” or “the day upon which such combination becomes effective”, as the case may be, and “the day upon which such subdivision, split or combination becomes effective” within the meaning of Section 6.1(c)).

Reclassification of Common Stock. Effective upon filing this amendment with the West Virginia Secretary of State, each of the 10,000 outstanding shares of the Corporation’s common stock shall be reclassified into 10,000 shares of Class A Common Stock, resulting in 100,000,000 outstanding shares of such class.