Conversion and Exchange of Securities. 3 SECTION 2.1 Conversion of Capital Stock.............................. 3 SECTION 2.2 Exchange of Certificates................................. 5 SECTION 2.3 Material Adverse Effect.................................. 9
Conversion and Exchange of Securities. SECTION 1401. [Reserved].
Conversion and Exchange of Securities. 68 SECTION 1401. Applicability of Article....................................................................68
Conversion and Exchange of Securities. 4 2.1 Shares of the Surviving Corporation............................ 4 2.2 Conversion of Company Common Stock............................. 4 2.3 Conversion of Data Labs Securities............................. 4 2.4
Conversion and Exchange of Securities. 66 SECTION 1401. Applicability of Article.................................................................66 SECTION 1402. Exercise of Conversion and Exchange Privilege............................................66
Conversion and Exchange of Securities. Section 3.1
Conversion and Exchange of Securities. (a) In connection with an IPO, the Company shall offer (or shall cause the IPO Entity to Offer) to exchange pursuant to the offer described below (the "IPO Offer") all or any part of the Securities into Repriced Converts or Common Stock of the IPO Entity on the terms specified in this Section (the "IPO Exchange"). At least 45 days prior to the filing of a registration statement in connection with an IPO, the Company shall (or shall cause the IPO Entity to) provide written notice (an "Offering Notice") to the Purchaser relating to the proposed IPO stating: (1) The identity of the IPO Entity and a brief description thereof, including the capitalization thereof, the estimated price range (the "IPO Price Range") for the IPO Common Stock proposed to be offered, if such offering is an underwritten public offering, with the breadth of such range not to exceed 10% of the lower price of such estimated range, and including a pro-forma balance sheet giving effect to such offering, (3) the material terms of the Repriced Converts per $1,000 Principal Amount of Liquidation Preference of Securities exchanged (including the number of shares of Common Stock of the IPO Entity into which they are convertible and the Applicable Conversion Price per share of Common Stock of the IPO Entity) and the material terms of the offering, including the size of the offering (in $US), (the "Offering Amount") of the IPO Common Stock, including the number of Conversion Shares which the Purchaser may include for sale in the IPO, and (4) that the Repriced Converts will be issued pursuant to the Repriced Converts Indenture or Repriced Converts Certificate of Designation, that the Repriced Converts have been duly authorized by the IPO Entity and, upon issuance thereof, will be legal, valid and binding obligations of the IPO Entity enforceable in accordance with their terms, and that the Conversion Shares of the IPO Entity will be, upon consummation of the IPO Exchange or conversion of the Repriced Converts, legally and validly issued, fully-paid and non-assessable, free of pre-emptive rights. The Offering Notice shall be accompanied by a reasonably complete draft of the Registration Statement for the IPO. The Purchaser may accept the IPO Offer, in whole or in part, by delivering to the Company, within 20 days of its receipt of an Offering Notice and such draft registration statement, a written notice (an "Offering Response Notice") specifying the Principal Amount or Liquidation Preference of Se...
Conversion and Exchange of Securities. 5 2.1 Shares of the Surviving Corporation...............................5 2.2 Conversion of Company Common......................................5 2.3 Merger Consideration; Conversion of Lightscape Common.............5 2.4
Conversion and Exchange of Securities. 4.1 Conversion of Securities in the Redomestication Merger 11 4.1(a) Conversion of APNT Shares 11 4.1(b) Cancellation of PEN Shares Owned by APNT 11 4.1(c) Dissenting Holders of APNT Shares 11
4.2 Conversion of Securities in the Nano Merger 12 4.2(a) Conversion of Nano Shares 12 4.2(b) MergerSub Shares Owned by APNT 12 4.2(c) Dissenting Holders of Nano Shares 12 4.3 Certificates Representing APNT Shares 12 4.4 Certificates Representing Nano Shares and Z Units 13 4.5 Effect of the Mergers 14
Conversion and Exchange of Securities. 6 3.1 Merger Sub Stock 6 3.2 Company Stock; Options.
