Conversion of Series C Preferred Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders of Series C Preferred Stock (as defined herein), each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time and held by an Accredited Stockholder (each a “Qualifying Share of Series C Preferred Stock”), other than Dissenting Shares, will convert automatically into the right to receive a number of validly issued, fully paid and non assessable shares of MIT Holdings Common Stock, as determined pursuant to the Series C Preferred Stock Exchange Ratio (as defined herein).
Conversion of Series C Preferred Stock. In addition to the consideration contemplated by Section 1.11(f), each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than a Dissenting Share) will be converted into and represent the right to receive a portion of the Total Final Merger Consideration Amount in cash and Buyer Stock with a value equal to the Series C Preference Amount in the combination of cash and Buyer Stock contemplated by Section 1.11(c) below.
Conversion of Series C Preferred Stock. Each share of OpCo Series C Preferred Stock issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares, will be converted into the right to receive one (1) Holdings Series C Preferred Unit.
Conversion of Series C Preferred Stock. Evidence satisfactory to the Company as to the conversion of all outstanding shares of Series C Preferred Stock into 1,000,000 shares of Buyer Common Stock.
Conversion of Series C Preferred Stock. The Company and each of the Investors hereby acknowledge and agree that the shares of Series C Preferred Stock shall not be converted in accordance with clause (ii) of Section 4(b) of the Company’s Amended and Restated Articles (providing for the conversion of all of the shares of Series C Preferred Stock upon the approval of the holders of not less than a majority of the then outstanding shares of Series C Preferred Stock), unless StarVest shall have approved such conversion.
Conversion of Series C Preferred Stock. All issued and outstanding shares of Series C Preferred Stock of the Parent shall have converted to shares of Parent Common Stock.
Conversion of Series C Preferred Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Series C Preferred Stock that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without the need for any further action on the part of Acquirer, Sub, Company or the holder thereof (except as expressly provided herein), be converted into and represent, the right to receive the Series C Revenue Amount Per Share, if, and only if, the Earnout Consideration and/or the Xxxxxx Patent Consideration payable by the Surviving Corporation to the Company Stockholders exceeds the Series D Payout Threshold. The amount of cash each Company Series C Holder is entitled to receive pursuant to this Section 2.2(b) for the shares of Series C Preferred Stock held by such Company Series C Holder shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Series C Preferred Stock held by such Company Series C Holder. The provisions of this Section 2.2(b) are subject to the provisions of Section 2.3 (regarding Dissenting Shares) and Section 2.7(d) (regarding surrender of Certificates).
Conversion of Series C Preferred Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof or any party hereto, each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held in the Company's treasury or by any of the Subsidiaries and (ii) Dissenting Series C Preferred Shares) shall be canceled and converted into the right to receive the Series C Preferred Stock Consideration, payable in cash to the holder thereof at the various times set forth herein, without interest thereon, upon surrender of the Certificate formerly representing such share, all in accordance with the Closing Date Certificate and Sections 2.7 and 2.9.
Conversion of Series C Preferred Stock. Immediately prior to the consummation of a Qualifying Merger, all shares of the Company’s Series C Preferred Stock then held by each of the Note Holders shall automatically be converted into shares of the Company’s Common Stock (the “Series C Conversion”) in accordance with Article IV, Section 4 of the Company’s Amended and Restated Certificate of Incorporation (the “Charter”). Any rights related to anti-dilution or automatic conversion of the Company’s Series C Preferred Stock that any Note Holder may hold under the Charter (including but not limited to any such rights set forth in Article IV, Section 4 of the Charter), and that may be triggered by a Qualifying Merger, are hereby waived in their entirety in connection with a Qualifying Merger.
Conversion of Series C Preferred Stock. Should all of the Company’s Series [C] Preferred Stock be, or if outstanding would be, at any time prior to the expiration of this Warrant or any portion thereof, converted into shares of the Company’s Common Stock in accordance with the Certificate, then this Warrant shall immediately become exercisable for that number of shares of the Company’s Common Stock equal to the number of shares of the Common Stock which would have been received if this Warrant had been exercised in full and the Series [C] Preferred Stock received thereupon had been simultaneously converted immediately prior to such event, and the Exercise Price shall be immediately adjusted to equal the quotient obtained by dividing (x) the aggregate Exercise Price of the maximum number of shares of Series [C] Preferred Stock for which this Warrant was exercisable immediately prior to such conversion, by (y) the number of shares of Common Stock for which this Warrant is exercisable immediately after such conversion.
