Conversion of Outstanding Capital Stock Sample Clauses

Conversion of Outstanding Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Acquisition Sub, the Company or the holder of any of the following securities (such right to receive payments as set forth below, the "Merger Consideration"):
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Conversion of Outstanding Capital Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company, any Stockholder or any other Person, (i) each share of Common Stock (other than Excluded Shares or Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive an amount in cash equal to the Closing Per Share Cash Consideration, plus the Pro Rata Share of all Distributions with respect to such share of Common Stock, if any, in each case payable when and as provided herein (the “Merger Consideration”), except for such distributions not made in accordance with a Holder’s Pro Rata Share as a result of differential values of Subaccounts as contemplated by Section 9.6(a), and (ii) each share of common stock, $0.001 par value per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.001 par value per share, of the Surviving Corporation.
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Conversion of Outstanding Capital Stock. At and as of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Seller, Buyer or Merger Sub, all of the outstanding Capital Stock owned by the Seller shall be converted into the right to receive the aggregate Merger Consideration in accordance with Section 2.4. No outstanding Capital Stock shall be deemed to be outstanding or to have any rights other than those set forth in this Section 2.3 after the Effective Time.
Sample 1
Conversion of Outstanding Capital Stock. Each share of Company Common Stock outstanding immediately prior to the Effective Time held by Persons other than the Company shall be canceled, shall cease to exist and shall be converted into only the right to receive an amount in cash equal to the Per Share Common Consideration in accordance with Section 3.3. For the avoidance of doubt, all shares of Company Preferred Stock outstanding immediately prior to the Effective Time shall be deemed to have been converted into shares of Company Common Stock in accordance with Section (4)(b) of Article IV of the Certificate of Incorporation for purposes of this Section 3.1(a)(iii).
Sample 1
Conversion of Outstanding Capital Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Subsidiary, the Company or any Stockholder:
Sample 1
Conversion of Outstanding Capital Stock 
Sample 1

Related to Conversion of Outstanding Capital Stock

  • Authorized and Outstanding Capital Stock The Company’s authorized capital stock of consists of 100,000,000 shares of common stock, $0.001 par value per share; and, as at the Reference Date (as hereinafter defined) there were <> of common stock issued and outstanding and no shares of preferred stock issued and outstanding. If all of the Offered Shares are sold there will be an aggregate of <> shares issued and outstanding.

  • Outstanding Capital Stock The outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock of the Company was issued in violation of any preemptive or similar rights of 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:

  • Calculation of Number of Outstanding Shares of Common Stock For purposes of Section 5.05(A), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

  • Authorized and Outstanding Stock 4 2.5 Subsidiaries .........................................................4 2.6

  • Adjustment of Conversion Price Upon Issuance of Additional Shares of Common Stock In the event the Corporation shall at any time after the Series A-2 Original Issue Date issue Additional Shares of Common Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Subsection 5.4.3), without consideration or for a consideration per share less than the Conversion Price applicable to a series of Preferred Stock in effect immediately prior to such issuance or deemed issuance, then such Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: CP2 = CP1 x (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply:

  • Conversion and Continuation of Outstanding Advances Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurodollar Advances pursuant to this Section 2.9 or are repaid in accordance with Section 2.2 or 2.7. Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance with Section 2.2 or 2.7 or (y) the Company shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the Company may elect from time to time to convert all or any part of a Floating Rate Advance into a Eurodollar Advance. The Company shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Floating Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not later than 12:00 noon (New York City time) at least three Business Days prior to the date of the requested conversion or continuation, specifying:

  • Outstanding Common Stock The number of shares of Common Stock at any time outstanding shall (A) not include any shares thereof then directly or indirectly owned or held by or for the account of the Issuer or any of its Subsidiaries, and (B) be deemed to include all shares of Common Stock then issuable upon conversion, exercise or exchange of any then outstanding Common Stock Equivalents or any other evidences of Indebtedness, shares of Capital Stock or other Securities which are or may be at any time convertible into or exchangeable for shares of Common Stock or Other Common Stock.

  • Authorized Capital Stock The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 551,000,000 shares, consisting of (a) 550,000,000 shares of common stock (the “Common Stock”), including (i) 490,000,000 shares of Class A Common Stock (the “Class A Common Stock”), and (ii) 60,000,000 shares of Class E Common Stock (the “Class E Common Stock”), and (b) 1,000,000 shares of preferred stock (the “Preferred Stock”).

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