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 Capital Stock. Subject to Section 3.2 and Section 3.3, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock whic...
Conversion of Company Capital Stock. Each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Capital Stock to be canceled pursuant to Section 1.8(b) and any Dissenting Shares (as defined and to the extent provided in Section 1.9(a)) shall be canceled and extinguished and be converted automatically into the right to receive that portion of the Merger Consideration set forth in Section 1.7, upon surrender of the certificate representing such share of Company Capital Stock in the manner provided in Section 1.10.
Conversion of Company Capital Stock. The manner of converting shares of the Company in the Merger shall be as follows:
Conversion of Company Capital Stock. By virtue of the Merger and without any further action on the part of Parent, Company, Merger Sub or the holders of any of Company's securities, at the Effective Time, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time, but excluding any shares canceled pursuant to Section 1.6(c)), will be automatically canceled, extinguished and converted into the right to receive a fraction of a share of Parent Common Stock equal to the Exchange Ratio and cash in lieu of fractional shares in accordance with Section 1.6(g).
Conversion of Company Capital Stock. Each share of Common Stock, no par value, of the Company (the "Company Capital Stock") issued and outstanding immediately prior to the Effective Time (other than any shares of Company Capital Stock to be canceled pursuant to Section 1.6(b)) will be converted into the right to receive $5.25 in cash, without interest (the "Merger Consideration"), upon surrender of the certificate or certificates which immediately prior to the Effective Time represented such Company Capital Stock. All shares of Company Capital Stock, when converted, shall no longer be outstanding and shall automatically be canceled and retired and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive such Merger Consideration.
Conversion of Company Capital Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as hereinafter defined)) and all rights in respect thereof shall be converted and exchanged for such number and class or series of shares of Parent Capital Stock as set forth below:
Conversion of Company Capital Stock. Subject to Sections 2.08 and 5.06, pursuant to this Agreement and by virtue of the Merger and without any action on the part of the Company, Merger Sub, TCM or the holders of the Company Capital Stock:
Conversion of Company Capital Stock. Subject to Section 2.7 and Section 2.8, at the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, or the Company:
Conversion of Company Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Capital Stock, Wireless or Merger Sub (i) ALL shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time, (ii) ALL shares of Company Series A Preferred Stock and Company Series B Preferred Stock which are issued and outstanding immediately prior to the Effective Time, and (iii) ALL shares of Company Common Stock issuable under any "OUTSTANDING COMPANY STOCK OPTIONS" (as defined below) which are issued and outstanding immediately prior to the Effective Time, shall collectively be converted into that number of shares of common stock, $.001 par value per share (the "WIRELESS COMMON STOCK") of Wireless (the "INITIAL WIRELESS MERGER STOCK") as shall, in the aggregate, be equal to seventy-five (75%) percent of the aggregate number of shares of "FULLY-DILUTED WIRELESS STOCK" (as defined) to be issued and outstanding AFTER giving effect to the issuance of all shares of such Initial Wireless Merger Stock. As used herein, the term "FULLY-DILUTED WIRELESS STOCK" shall mean, as at the date in question (i) the aggregate number of shares of Wireless Common Stock which are issued and outstanding, plus (ii) such additional number of shares of Wireless Common Stock that would be issued and outstanding, after giving effect to the exercise of all the outstanding options, warrants or other stock purchase rights and the conversion into Wireless Common Stock of all then outstanding convertible notes, convertible preferred stock or other securities convertible into or exchangeable for Wireless Common Stock. Based on Wireless' representations and warranties contained herein that immediately prior to the Closing Date the Fully-Diluted Wireless Stock shall consist of 4,500,000 shares, on the Closing Date, Wireless shall issue a total of 13,500,000 shares of Initial Wireless Merger Stock to the Company Stockholders; at which time an aggregate of 18,000,000 shares of Fully-Diluted Wireless Stock shall be issued and outstanding. At the Effective Time, each share of Company Capital Stock no longer shall be deemed outstanding and automatically shall be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive the Initial Wireless Merger Stock and the "Additional Wir...
