Conversion of Class A Common Stock. Upon the terms and subject to the provisions set forth in this Agreement, and in accordance with Section (b)(v)(A) of Article IV of the Company's certificate of incorporation, on or prior to the Closing Date (as defined in Section 1.3) SPX shall cause DSC to convert all of its 74,768,333 shares of Class A Common Stock into 74,768,333 shares of Class B Common Stock (the "SPX Class B Common Stock").
Conversion of Class A Common Stock. Prior to or at the Effective Time, Xxxxx and ASC shall cause each share of Class A Common Stock to be converted into one share of Common Stock.
Conversion of Class A Common Stock. TREATMENT OF DEBT. Upon a Recapitalization Event, sections 7.9 and 7.10 of the Investment Agreement shall be terminated in their entirety.
Conversion of Class A Common Stock. Each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Class A Common Stock to be canceled pursuant to Section 2.01(b)) shall be converted into (as provided in and subject to the limitations set forth in this Article II) and become one fully paid and nonassessable share of Common Stock, par value $0.01, of the Surviving Corporation (the "Surviving Corporation Common Stock"), and all such shares of Class A Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such share of Class A Common Stock shall cease to have any rights with respect thereto, except the right to receive a certificate representing the Surviving Corporation Common Stock into which their shares of Class A Common Stock have been converted in the Merger as provided in this Section 2.01(d).
Conversion of Class A Common Stock. Subject to Section 1.9(i), ---------------------------------- each share of Class A Common Stock, par value $.01 per share, of the Company (the "Class A Common Stock") (other than shares of Class A Common Stock to be -------------------- canceled in accordance with Section 1.8(b), but including shares of Class B Common Stock converted to Class A Common Stock in accordance with Section 1.8(d)) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount equal to $3,244.24 per share in cash as adjusted pursuant to the last sentence of this Section 1.8(c), plus interest thereon for the period commencing on January 1, 2000 through and including the Closing Date at a rate of eight percent (8%) per annum (compounded daily calculated on the basis of a 365-day year for the actual number of days elapsed) (the "Common Stock Purchase Price"). As of the Effective Time, all such --------------------------- shares of Class A Common Stock shall no longer be outstanding and shall automatically be retired and shall cease to exist, and each holder of a certificate representing any such shares of Class A Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such certificates, the Common Stock Purchase Price. If any shares of Company Common Stock are repurchased pursuant to stock repurchase rights, the Common Stock Purchase Price shall be the amount determined pursuant to the following formula: (A) $873,956,081 minus the amount paid to repurchase shares of Company Common Stock, plus interest on such difference for the period commencing on January 1, 2000 through and including the Closing Date at a rate of eight percent (8%) per annum (compounded daily calculated on the basis of a 365-day year for the actual number of days elapsed), divided by (B) the number of shares of Company Common Stock outstanding after such repurchase.
Conversion of Class A Common Stock. Notwithstanding anything else herein to the contrary in this Section 3, in the event that, at any time while any of the Class A Common Stock shall be outstanding, (i) the Corporation shall complete a firm commitment underwritten public offering of Common Stock registered under the Securities Act of 1933, as amended, in which (x) the aggregate price paid for such shares by the public shall be at least $30,000,000 and (y) the price per share paid by the public for such shares shall be at least $6 per share (appropriately adjusted to reflect stock splits and combinations and stock dividends) (a "Qualified Offering") or (ii) a majority of the issued shares of Class A Common Stock shall have been converted into Common Stock, then all outstanding shares of Class A Common Stock shall be automatically and without further action on the part of the holders of the Class A Common Stock converted into shares of Common Stock in accordance with the terms of subsection 3A hereof with the same effect as if the certificates evidencing such shares had been surrendered for conversion, such conversion to be effective immediately prior to the closing of such Qualified Offering or immediately prior to the conversion of Class A Common Stock satisfying clause (ii) above, as the case may be; provided, however, that certificates evidencing the shares of Common Stock issuable upon such conversion shall not be issued except on surrender of the certificates for the shares of the Class A Common Stock so converted.
Conversion of Class A Common Stock. At the Effective Time, each share of Class A Common Stock, par value $0.01 per share, of the Company (each, a “Class A Common Share”) that is issued and outstanding immediately prior to the Effective Time, including, without limitation, all shares of Class A Common Stock issued upon exercise of any Options or Common Warrants, shall, by virtue of the Merger and without any action on the part of Parent, Acquisition Sub, the Company, or the Company Holders, be canceled and extinguished and each such Class A Common Share shall be converted into the right to receive the Common Merger Consideration in cash, payable in accordance with and subject to the conditions on payment as provided in this Article III, other than with respect to Dissenting Shares and without duplication with respect to Options and Common Warrants cancelled pursuant to Section 3.3 and Section 3.4(b), respectively.
Conversion of Class A Common Stock. At the Effective Time, each share of issued Class A Common Stock, along with the right (a "Right") attached to such share pursuant to that certain Rights Agreement, dated as of April 28, 1999, between the Company and First Chicago Trust Company of New York, a New York trust company (the "Rights Agent"), as amended by that certain First Amendment to Rights Agreement, dated as of February 14, 2001, between the Company and the Rights Agent (the "Rights Agreement"), shall, by virtue of the Merger and without any action on the part of the holder thereof, remain one fully paid and validly issued, non-assessable share of Class A Common Stock of the Surviving Corporation and shall retain the Right attached to such share pursuant to the Rights Agreement.
Conversion of Class A Common Stock. (i) Each share of Class A Common Stock (including, for the avoidance of doubt, each share of Class A Common Stock resulting from the exchange of Units and Class B Common Stock pursuant to Section 2.5 below) issued and outstanding immediately before the Effective Time (other than Excluded Shares and Dissenting Shares) shall be converted into the right to receive $19.00 in cash, without interest (the “Merger Consideration”).
(ii) All shares of Class A Common Stock that have been converted pursuant to Section 2.1(c)(i) shall be canceled automatically and shall cease to exist, and the holders of (A) certificates which immediately before the Effective Time represented such shares (the “Certificates”) or (B) shares represented by book-entry (the “Book-Entry Shares”) shall cease to have any rights with respect to those shares, other than the right to receive the Merger Consideration in accordance with Section 2.2.
Conversion of Class A Common Stock. (1) Series A-1 Common Stock; Series A-2 Common Stock; Series A-3 Common Stock. Each share of Series A-1 Common Stock, Series A-2 Common Stock and Series A-3 Common Stock shall be converted into shares of Common Stock on the terms and conditions set forth below in this Section 3(B)(1). Any conversion effected in accordance with this Section 3(B)(1) (other than paragraph (d) of this Section 3(B)(1)) shall be effective upon the applicable Conversion Time whether or not certificates representing such shares are surrendered to the Corporation.
