Agreement to Convert Company Preferred Stock Sample Clauses

Agreement to Convert Company Preferred Stock. Each Stockholder agrees to convert each share of Company Preferred Stock set forth opposite such Stockholder’s name on Schedule A hereto into shares of Company Common Stock (any shares of Company Common Stock obtained by each such Stockholder upon such conversion, “Conversion Shares”) in accordance with the terms of Certificate of Designations of such Company Preferred Stock, dated as of December 18, 2003 (“Certificate of Designation”), but in any case after giving effect to the waiver of dividends contemplated by Section 1.2 if applicable, as provided in Section 1.3(b) unless converted prior to the effectiveness of the conversion contemplated thereby, such that in each case each Stockholder shall hold, beneficially and of record, as of the date of such conversion and thereafter until accepted for payment in the Offer a number of Conversion Shares no less than the number thereof set forth opposite such Stockholder’s name on Schedule A hereto. The date of the effectiveness of such conversion of all such shares of Company Preferred Stock into shares of Company Common Stock shall be referred to as the “Conversion Date.” The Company and each Stockholder that holds Company Preferred Stock hereby waive any and all provisions of the Certificate of Designation regarding the requirements and mechanics of such conversion.
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Related to Agreement to Convert Company Preferred Stock

  • Company Preferred Stock “Company Preferred Stock” shall mean the Preferred Stock, $0.001 par value per share, of the Company.

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

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • 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").

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

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