Company Series C Preferred Stock. Each share of Company Series C Preferred Stock issued and outstanding immediately prior to the REIT Merger Effective Time shall automatically be converted into the right to receive from Parent one (1) share (the “REIT Series C Preferred Merger Consideration”, and together with the REIT Series A Preferred Merger Consideration, the “REIT Preferred Merger Consideration”) of a newly created series of preferred stock of Parent with substantially identical powers, preferences, privileges and rights as the Company Series C Preferred Stock (all interests of each such newly created series, collectively, the “New Parent Series E Preferred Stock”, and together with the New Parent Series D Preferred Stock, the “New Parent Preferred Shares”). All shares of Company Series C Preferred Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate or Book-Entry Share with respect to such Company Series C Preferred Stock that immediately prior to the REIT Merger Effective Time represented shares of Company Series C Preferred Stock shall cease to have any rights with respect to such Company Series C Preferred Stock, other than the right to receive the REIT Series C Preferred Merger Consideration and any dividends or other distributions to which such holder may be entitled, in accordance with Section 3.5.
Company Series C Preferred Stock. Each share of Company Series C Preferred Stock issued and outstanding immediately prior to the Effective Time, subject to Section 2.6(g), and excluding Dissenting Shares, will be cancelled and extinguished and be converted automatically into the right to receive an amount (the “Series C Preferred Consideration”), without interest, equal to the sum of (i) the Per Share Upfront Stock Consideration, (ii) following the Release Date and subject to and in accordance with Section 2.10(c), Article X and the Escrow Agreement, the Per Share Escrow Consideration, if any, (iii) following the final determination of the Closing Working Capital and the Closing Certificate pursuant to Section 2.10(b), the Per Share Working Capital Surplus, if any, and (iv) following the Representative Fund Release Date, the Per Share Representative Fund Consideration, if any. All shares of Company Series C Preferred Stock, when so converted will be automatically cancelled and extinguished and shall cease to exist, and each holder of a share of Company Series C Preferred Stock immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the rights, in each case subject to the terms and conditions of this Agreement and the Escrow Agreement, to receive the Series C Preferred Consideration.
Company Series C Preferred Stock. “Company Series C Preferred Stock” shall have the meaning specified in Section 3.1(a) of the Agreement.
Company Series C Preferred Stock. Each share of Company Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) will be cancelled and extinguished and will be converted automatically into the right to receive, upon surrender of the certificate representing such shares of Company Series C Preferred Stock, the Series C Liquidation Preference.
Company Series C Preferred Stock. As of the Effective Time, each Company Series C Share that is issued and outstanding immediately prior to the Effective Time (except for Dissenting Shares) shall by virtue of the Merger and without any action on the part of any Party or holder thereof, be cancelled and converted into the right to receive:
(A) an amount in cash equal to the Series C Preference;
(B) an amount in cash equal to the Per Share Net Participation Amount; and
(C) a conditional amount in cash equal to the Per Share Escrow Amount. Notwithstanding the foregoing, in the event that the sum of (A), (B) and (C) above is in excess of $11.97, then, in accordance with Section 2(a)(iv) of Article IV of the Restated Articles, each Company Series C Share shall be deemed a "Company Common Share" for purposes of this Section 1.5 and each holder thereof shall be entitled to receive the consideration described in Section 1.5(b)(i) in the manner provided therein.
Company Series C Preferred Stock. Except as provided in Section 3.1(f) and Section 3.2(d) hereof, each share of Company Series C Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive (i) one-half of one (0.5) of Parent Common Stock to be issued as of the Effective Time (the "Series C Initial Exchange Shares") plus (ii) the number of shares of Parent Common Stock, if any, equal to the sum of (X) the aggregate number of Series C Initial Exchange Shares multiplied by the Ratchet Quotient, minus (Y) the aggregate number of Series C Initial Exchange Shares (the shares of Parent Common Stock, if any, to be issued in accordance with the foregoing clause (ii), the "Series C Ratchet Shares"). All determinations with respect to, and any issuance of, Series C Ratchet Shares in accordance with the foregoing clause (ii) shall be made as of the termination of the Private Placement.
Company Series C Preferred Stock. Subject to Section 1.6(g) hereof, each share of Company Series C Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted automatically into a number of shares of Parent Common Stock equal to the product obtained by multiplying (i) the quotient that results from dividing (A) the Series C Preferred Preference Per Share by (B) the Aggregate B-2 and C Preferred Preference, by (ii) the Remaining Available Shares.
Company Series C Preferred Stock. Each share of Company Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares held in the Company’s treasury and Dissenting Shares, if any) shall automatically be canceled, retired and cease to exist and shall be converted, without any action on the part of the holder thereof, into the right to receive (without interest and subject to and in accordance with the terms of this Agreement): (i) the Per Share Series C Liquidation Preference, plus (ii) for each share of Company Common Stock into which such share of Company Series C Preferred Stock was convertible immediately prior to the Effective Time in accordance with the terms of the Company Certificate of Incorporation, the Per Share Common Consideration, plus, to the extent provided in Section 1.8(e), (iii) the Per Share Stockholder Representative Escrow Amount;
Company Series C Preferred Stock. Each share of Series C Preferred Stock, par value $0.0001 per share, of the Company (the “Series C Stock”) issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares and any Cancelled Shares, shall be cancelled and extinguished and shall be converted into the right to receive a payment in cash, without interest, as set forth on Schedule 2.1 attached hereto, payable in accordance with the Allocation of after surrender of instruments representing such Series C Stock in the manner provided in Sections 2.7 and 2.10.
Company Series C Preferred Stock. In addition to any payment pursuant to Section 2.01(c)(II)(2)(vi) below, after payment in full of the amounts set forth in Section 2.01(c)(I) above and after payment of Merger Consideration to the Company Series E Preferred Stock and the Company Series D Preferred Stock, but prior to the payment of Merger Consideration to the Company Series A Preferred Stock and the Company Series B Preferred Stock, each issued and outstanding share of Company Series C Preferred Stock shall be converted into the right to receive that portion of the Merger Consideration as is equal to the liquidation preference that each share of Company Series C Preferred Stock is entitled to pursuant to the Company Charter, subject to any adjustment contemplated by Sections 2.02 or 2.03 or Article IX of this Agreement.
