The Reclassification Sample Clauses

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The Reclassification. Upon the terms and subject to the conditions of this Agreement, and in accordance with the DGCL, at the Effective Time (as defined in Section 1.2) each Share issued and outstanding immediately prior to the Effective Time shall, without any action on the part of the Company or the holders thereof, be reclassified as, and be converted into, one fully paid and nonassessable share of Class B Common Stock, the terms of which are set forth in the form of Certificate of Incorporation of the Company, as amended pursuant to the Charter Amendment.
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The Reclassification. At the Initial Effective Time, Transocean shall reclassify the outstanding Transocean Ordinary Shares into the number of Transocean Ordinary Shares and cash as described in Section 4.1, by way of a scheme of arrangement (the “Reclassification”).
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The Reclassification. On or before the Closing Date, after the votes required by Section 4.15 have been received and prior to the effectiveness of the Merger, and subject to and upon the terms and conditions of this Agreement, the Company shall cause the certificate of incorporation of the Company to be duly amended in accordance with the Delaware General Corporate Law ("DGCL"), and in a form reasonably acceptable to Parent and Liberty, to reclassify (the "Reclassification") each share of the Class A Common Stock, par value $.01 per share, of the Company as in effect on the date hereof (the "Old Class A Common Stock") and each share of the Class B Common Stock, par value $.01 per share, of the Company as in effect on the date hereof (the "Old Class B Common Stock"), into (i) four-tenths of a share (0.4 shares) of Company Class A Stock and (ii) six-tenths of a share (0.6 shares) of Company Class B Stock. The certificate of incorporation of the Company, as in effect immediately following the Reclassification, shall provide (A) for the Company Class A Stock and the Company Class B Stock to vote together as a single class on all matters presented to the shareholders of the Company (except as otherwise required by the DGCL), (B) for the Company Class A Stock and the Company Class B Stock to be identical in all respects, except that holders of shares of Company Class A Stock shall be entitled to ONE vote per share, and holders of shares of Company Class B Stock shall be entitled to TEN votes per share, on all matters as to which the shareholders of the Company may vote or act by written consent and (C) for the elimination of certain sections of the Company's certificate of incorporation, including, without limitation, Section 6 of Article 4 thereof. A certificate of amendment to effect the Reclassification shall be filed with the Delaware Secretary of State only if the Merger is approved by the requisite vote of the stockholders of the Company and the Reclassification shall become effective immediately prior to Effective Time.
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The Reclassification 
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Related to The Reclassification

  • Reclassification, etc If the Borrower at any time shall, by reclassification or otherwise, change the Common Stock into the same or a different number of securities of any class or classes, this Note, as to the unpaid principal portion thereof and accrued interest thereon, shall thereafter be deemed to evidence the right to purchase an adjusted number of such securities and kind of securities as would have been issuable as the result of such change with respect to the Common Stock immediately prior to such reclassification or other change.

  • Reclassification or Merger In case of any reclassification or change of securities of the class issuable upon exercise of this Warrant (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 merger of the Company with or into another corporation (other than a merger with another corporation in which the Company is the acquiring and the surviving corporation and which does not result in any reclassification or change of outstanding securities issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation, as the case may be, shall duly execute and deliver to the holder of this Warrant a new Warrant (in form and substance satisfactory to the holder of this Warrant), or the Company shall make appropriate provision without the issuance of a new Warrant, so that the holder of this Warrant shall have the right to receive upon exercise of this Warrant, at a total purchase price not to exceed that payable upon the exercise of the unexercised portion of this Warrant, and in lieu of the shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, merger or sale by a holder of the number of shares of Common Stock then purchasable under this Warrant. Any new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4. The provisions of this Section 4(a) shall similarly apply to successive reclassifications, changes, mergers and sales.

  • Classification and Reclassification It is understood and agreed that any Lien, sale, lease or other disposition of assets, Dividend, Indebtedness, Investment, Affiliate transaction or prepayment of Indebtedness need not be permitted solely by reference to one category of permitted Lien, sale, lease or other disposition of assets, Dividend, Indebtedness, Investment, Affiliate transaction or prepayment of Indebtedness under Sections 10.01, 10.02, 10.03, 10.04, 10.05, 10.06 and 10.07(a), respectively, but may instead be permitted in part under any combination thereof (it being understood that Lead Borrower may utilize amounts under any category that is subject to any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Fixed Charge Coverage Ratio, Consolidated Secured Leverage Ratio or Consolidated Total Net Leverage Ratio, prior to amounts under any other category). For purposes of determining compliance at any time with Sections 10.01 and 10.04, in the event that any Lien or Indebtedness meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause of such Sections 10.01 and 10.04, Lead Borrower, in its sole discretion, may, from time to time, classify or reclassify such transaction or item (or portion thereof) and will only be required to include the amount and type of such transaction (or portion thereof) in any one category. Reclassifications of any utilization of the Incremental Amount shall occur automatically to the extent set forth in the definition thereof.

  • 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).

  • Reclassification If the Company, by reclassification of securities or otherwise, shall 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 that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change, and the Purchase Price therefor shall be appropriately adjusted, all subject to further adjustment as provided in this Section 4. No adjustment shall be made pursuant to this Section 4.3 upon any conversion or redemption of the Common Stock which is the subject of Section 4.5.