Conversion and Cancellation Sample Clauses
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Conversion and Cancellation. The Company’s existing class of preferred units is hereby converted, on a one-for-one basis, into Preferred Units and the existing class of preferred units is, upon such conversion, cancelled.
Conversion and Cancellation. On the Effective Date:
a. Membership interests in the Discontinuing Entity shall, by operation of law and by virtue of the Merger and without any action on the part of any person or entity, be cancelled, without conversion, and no new shares of the Surviving Corporation shall be issued with respect thereto.
b. Each share of the common stock of Talon Automotive Group, Inc., a Michigan corporation, issued and outstanding on the Effective Date shall remain outstanding without any change or alteration in the ownership, voting powers or other rights as set forth in the Articles of Incorporation of Talon Automotive Group, Inc.
Conversion and Cancellation of Shares in the Merger ---------------------------------------------------
Conversion and Cancellation. By virtue of the Merger and without any action on the part of Parent, the Merger Sub, Company, the Company Equityholders or any other Person:
(i) Each issued and outstanding share of common stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company;
(ii) Any shares of (A) Company Common Stock or Company Preferred Stock that are owned by the Company as treasury stock and (B) Company Common Stock or Company Preferred Stock that are owned by Parent or Merger Sub (the shares described in the foregoing clauses (A) and (B) collectively being referred to herein as “Excluded Shares”), shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor; and
(iii) All shares of Company Common Stock and Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Excluded Shares) shall be converted into the right to receive, subject to Section 3.2(f), (x) at or following Closing, a portion of the Closing Merger Consideration and (y) following the Closing, a portion of the Additional Merger Consideration (if any), in each case, determined in accordance with the Consideration Schedule.
Conversion and Cancellation. OF SHARES IN THE BKFC MERGER AND THE BANK MERGER