Company Series D Preferred Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company, any Securityholder, or any other Person, each share of Company Series D Preferred Stock (excluding (A) Cancelled Shares, which shall be treated in the manner set forth in Section 1.3(b)(viii), and (B) Dissenting Shares, which shall be treated in the manner set forth in Section 1.3(b)(ix)) that is issued and outstanding as of immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive, upon the terms and conditions set forth in this Section 1.3 and throughout this Agreement (including the establishment of the Indemnity Escrow Fund pursuant to Section 2.3(c), the indemnification provisions set forth in Article IX, and delivery of the Exchange Documents in the manner provided in Section 2.3(b)): (1) a number of Acquiror Ordinary Shares equal to the quotient obtained by dividing (x) the sum of (i) the Per Series D Liquidation Preference, plus (ii) the Per Share Closing Participation Amount, by (y) the Acquiror Share Price; (2) a contingent right to receive the Per Share Adjustment Consideration; (3) an amount in cash, without interest, equal to the Per Share Expense Contribution (which shall be deposited with the Securityholder Representative in accordance with, and subject to the terms of Section 2.3(d)); and (4) subject to Section 1.3(g), an amount in cash, without interest, equal to (i) the Euro Par Value, multiplied by (ii) the number of Acquiror Ordinary Shares issuable in respect of such share of Company Series D Preferred Stock pursuant the foregoing clauses (1) and (2).
Company Series D Preferred Stock. “Company Series B Preferred Stock” shall have the meaning set forth in Section 1.5.
Company Series D 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 but prior to the payment of Merger Consideration to the Company Series A Preferred Stock, the Company Series B Preferred Stock and the Company Series C Preferred Stock, each issued and outstanding share of Company Series D 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 D 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.
Company Series D Preferred Stock. Each share of Company Series D Preferred Stock held by a Stockholder immediately prior to the Effective Time (other than Dissenting Shares and shares that are owned by the Company as treasury stock to be cancelled in accordance with Section 1.2(b)) shall be cancelled and automatically converted into the right to receive, subject to and in accordance with Section 1.3, Section 1.4 and Section 1.5, an amount equal to, for each share of Company Common Stock issuable on conversion of such share of Company Series D Preferred Stock: (A) the Participating Per Share Merger Consideration, less the applicable Contingent Consideration withheld pursuant to Section 1.3(a); and (B) a nontransferable, contingent right to receive in accordance with this Article I, Article VII and the Escrow Agreement, in each case as applicable, such Contingent Consideration (if, when and to the extent payable), in each case in this Section 1.2(a)(ii), in cash, without interest. The amount of cash each Stockholder holding shares of Company Series D Preferred Stock is entitled to receive for such shares of Company Series D Preferred Stock shall be rounded to the nearest whole cent and computed after aggregating cash amounts for all shares of Company Series D Preferred Stock held by such Stockholder.
Company Series D Preferred 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 Sub, the Company or any Stockholder, each share of Company Series D Preferred Stock (other than any Dissenting Shares) issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and be converted automatically into the right to receive, upon surrender of the certificate representing such share of Company Series D Preferred Stock in the manner provided in SECTION 1.8, the Series D Preferred Stock Amount plus the Participating Stock Amount. Notwithstanding the foregoing, the amount of cash distributable to Stockholders with respect to shares of Company Series D Preferred Stock shall be made and/or reduced accordingly pursuant to (A) the deferred payment provisions of SECTION 1.6(g) hereof and (B) the holdback provisions of SECTION 1.8(b) and ARTICLE VII hereof. -11-
Company Series D Preferred Stock. “Company Series D Preferred Stock” shall mean the Series D Convertible Preferred Stock as described in Section 2.3 of this Agreement.
Company Series D Preferred Stock. At the Effective Time, each share of Company Series D Stock that is issued and outstanding prior to the Effective Time shall be cancelled and extinguished without any conversion thereof.
Company Series D Preferred Stock. Each share of Company Series D Preferred Stock issued and outstanding immediately prior to, and contingent upon the occurrence of, the Effective Time (excluding any shares to be canceled pursuant to Section 1.6(c)) will be converted, subject to Sections 1.6(g), 1.6(h), 1.6(i) and 1.7, into and represent the right to receive such number of shares of validly issued, fully paid and nonassessable shares of Parent Common Stock, as is equal to the Company Series D Exchange Ratio, and cash in lieu of any fractional shares of Parent Common Stock to be issued or paid in consideration therefor. Such shares of Parent Common Stock issued pursuant to this Section 1.6(a)(ii) and Section 1.6(a)(i) referred to as the “Merger Consideration”.
Company Series D Preferred Stock. Each share of Company Series D 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 D Liquidation Preference, plus (ii) for each share of Company Common Stock into which such share of Company Series D 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 D Preferred Stock. Subject to Section 1.6(g) hereof, each share of Company Series D 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 quotient obtained by dividing the Series D Preferred Preference Per Share by the Average Parent Share Price.
