Conversion of Equity Sample Clauses

Conversion of Equity. At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company, or the Stockholders:
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Conversion of Equity. (a) At the Effective Time on the Effective Date, (i) all shares of common stock, par value $1.00 per share, of ELS ESI (“ELS ESI Common Stock”) issued and outstanding immediately prior thereto and owned by Sxxxxxx X. Xxxx shall be converted into the right to receive, collectively, 200,000 shares of common stock, par value $0.0001 per share, of Resolve (“Resolve Common Stock”) for all shares of ELS ESI Common Stock so converted; and (ii) all shares of ELS ESI Common Stock issued and outstanding immediately prior thereto and owned by Wxxxxxx X. Xxxxxx shall be converted into the right to receive, collectively, for all shares of ELS ESI Common Stock so converted (A) a promissory note from Resolve in the principal amount of $105,000, and (B) 25,000 shares of Resolve Common Stock (collectively, the “ELS ESI Merger Consideration”). On the Closing Date, Resolve will send irrevocable instructions to its transfer agent to issue certificates to Sxxxxxx X. Xxxx and Wxxxxxx X. Xxxxxx representing 200,000 and 25,000 shares of Resolve Common Stock, respectively, to be issued hereunder. For purposes of this Agreement, the shares of Resolve Stock being issued hereunder are valued at $2.00 per share.
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Conversion of Equity. At the Effective Time, by virtue of the Merger and without any action on the part of Holdco, Merger Sub, the Company or the Securityholders:
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Conversion of Equity. At the Effective Time, except as provided in Section 8.3 below and then as soon as practicable after the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof:
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Conversion of Equity. (a) At the Effective Time on the Effective Date, (i) all membership units of Diversified (“Diversified Equity”) issued and outstanding immediately prior thereto and owned by Rxxxxx X. Xxxxxxxx shall be converted into the right to receive, collectively, for all Diversified Equity so converted (A) a promissory note from Resolve in the principal amount of $23,078, and (B) 204,049 shares of Resolve Common Stock (collectively, the “Diversified Merger Consideration”). On the Closing Date, Resolve will send irrevocable instructions to its transfer agent to issue a certificate to Rxxxxx X. Xxxxxxxx representing 204,049 shares of Resolve Common Stock to be issued hereunder. For purposes of this Agreement, the shares of Resolve Stock being issued hereunder are valued at $2.00 per share.
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Conversion of Equity. At the Effective Time:
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Conversion of Equity 
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Related to Conversion of Equity

  • Conversion of Convertible Note Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of this Convertible Note to convert into Common Stock of the Company. This Convertible Note shall be convertible into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Conversion of Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, Company or the holder of any of the following securities:

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Conversion of LTIP Units (a) An LTIP Holder shall have the right (the “Conversion Right”), at its option, at any time to convert all or a portion of its Vested LTIP Units into Limited Partnership Units; provided, however, that an LTIP Holder may not exercise the Conversion Right for fewer than one thousand (1,000) Vested LTIP Units or, if such LTIP Holder holds fewer than one thousand (1,000) Vested LTIP Units, all of the LTIP Holder’s Vested LTIP Units. LTIP Holders shall not have the right to convert Unvested LTIP Units into Limited Partnership Units until they become Vested LTIP Units; provided, however, that when a LTIP Holder is notified of the expected occurrence of an event that will cause its Unvested LTIP Units to become Vested LTIP Units, such Person may give the Partnership a Conversion Notice conditioned upon and effective as of the time of vesting, and such Conversion Notice, unless subsequently revoked by the LTIP Holder, shall be accepted by the Partnership subject to such condition. The General Partner shall have the right at any time to cause a conversion of Vested LTIP Units into Limited Partnership Units. In all cases, the conversion of any LTIP Units into Limited Partnership Units shall be subject to the conditions and procedures set forth in this Section 4.5.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

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