Conversion of Company. After the transfer of the Medical Assets of the Company to New P.C. and prior to Closing, Physician shall cause the Company to take such action and file such documents or instruments as may be necessary to convert the Company into a general business corporation in accordance with applicable law.
Conversion of Company. Within twelve (12) months of the Closing, the Company shall convert its current status as a British Virgin Islands company to either a Cayman Islands company or a Mauritian company, and shall provide to the Purchasers all relevant documentation related to such restructuring.
Conversion of Company. With the prior written consent of the Company Manager and each Series Manager, but without any need for consent or approval of any other Member, the Majority Class A Holders may elect to require that the Company be converted into a corporation having, immediately prior to such conversion, no assets, liabilities, debts or other material obligations (other than those associated with its formation and initial capitalization), which conversion shall occur in anticipation of or in connection with a Qualified Public Offering by such corporation, and shall be effected by a merger, a tax-free contribution under Section 351 of the Internal Revenue Code or by such other form of tax-free transaction as may be available under applicable law. In such conversion, each Member’s direct or indirect ownership percentage of the Pre-Transaction Value of all Units outstanding immediately prior to such conversion shall be the basis for the allocation of shares or options in the corporation (a) all Class A Units of each Series shall be converted into common stock of the corporation of the same class and with the same rights and obligations, (b) all Class B Units outstanding immediately prior to such conversion shall be converted into or exchanged for shares or, if agreed to by the Majority Management Holders, options, in the corporation, and (c) all Class C Preferred Units and Class D Preferred Units outstanding immediately prior to such conversion shall be converted into preferred or common stock of the corporation having rights and preferences substantially similar to such Class C Preferred Units or Class D Preferred Units prior to such conversion. It is the intent of the Members that the conversion of the Company into corporate form and the conversion or reorganization of any of the Company’s operating divisions, whether currently existing or existing in the future, into corporate form are part of each Member’s investment decision with respect to the Units of such Member. The Members agree that, to the extent reasonably practicable, they shall work together in good faith to effect such conversion on a non-detrimental tax basis for all holders.
Conversion of Company. Common Shares. Each common share, without par value, of Company ("Company Common Shares") outstanding immediately prior to the Effective Date shall (other than shares to be canceled in accordance with the last sentence of this paragraph (a) and other than Company Dissenting Shares) be converted into the right to receive .88 fully paid and non-assessable shares of common stock ("Exchange Ratio"), $1.25 par value, of Parent ("Common Stock") ("Merger Consideration"). The Merger Consideration is subject to appropriate adjustment in the event of any change in Common Stock during the period between the date of this Agreement and the Effective Date, by reason of any reclassification, recapitalization, stock split or combination, exchange or adjustment of issued and outstanding shares, or any stock dividend thereon with a record date during such period. Each Company Common Share, if any, owned by Parent or any subsidiary of Parent or held in treasury by the Company or any subsidiary of the Company immediately prior to the Effective Date shall be canceled, and no consideration shall be paid in exchange therefor and shall cease to exist from and after the Effective Date.
Conversion of Company. Common Stock. Each share of common stock, $.001 par value per share, of Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock to be canceled pursuant to Section 2.5.B. and any Dissenting Shares (as defined and to the extent provided in Section 2.5.I.), will be canceled and extinguished and automatically converted (subject to Section 2.5.F.) into the right to receive (i) 0.017183 of a share, unless adjusted as provided for herein, of Parent Common Stock ("Common Exchange Ratio"); (ii) 0.06873 of a share of InfoCure Common Stock and (iii) 0.07558 of a share of Parent Preferred Stock. The issuance of the InfoCure Common Stock is subject to all of the conditions relating to adjustment, conditional stock and dissenters rights, etc. as set forth in Sections 2.5 (E., G., and I.), 2.6, 2.7 and 2.8 hereof, as such sections would apply to InfoCure's issuance of its common stock if the Spin-off had not occurred. In addition, the issuance of InfoCure Common Stock pursuant to this Section 2.5.A. will not apply to fractional shares of InfoCure Common Stock, but in lieu thereof, the holder of any shares of Company Common Stock who would otherwise be entitled to receive a fraction of a share of InfoCure Common Stock shall receive cash in an amount equal to the value of such fractional share, which shall be equal to the fraction of a share of InfoCure Common Stock that would otherwise be issued multiplied by Four 93/100 Dollars ($4.93)."
Conversion of Company. Common Stock Section 1.7. Dissenting Shares Section 1.8.
Conversion of Company. Common Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any holder of shares of Company Common Stock:
(a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.2(b)) shall be canceled and shall be converted automatically into the right to receive 0.71 (the "Exchange Ratio") of a fully paid and nonassessable share of common stock, par value $1 per share, of Parent ("Parent Common Stock") (the "Merger Consideration"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.3, without interest.
(b) Each share of Company Common Stock held in the treasury of the Company and each share of Company Common Stock owned by Merger Sub, Parent or any wholly-owned Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto.
(c) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall have been declared with a record date within such period, the Exchange Ratio shall be correspondingly adjusted.
Conversion of Company. Common Stock
Conversion of Company. Common Stock. Each share of Company Common Stock outstanding immediately prior to the Effective Time (other than Treasury Shares and Dissenters' Shares) shall be converted into the right to receive consideration (the "Consideration") comprising $26.00 in cash. At the Effective Time, the shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and cease to exist, and from and after the Effective Time, certificates representing Company Common Stock immediately prior to the Effective Time shall be deemed for all purposes to represent the Consideration pursuant to this Section 3.01(a).
Conversion of Company. Common Stock. Each share of Common Stock of the Company (including all shares of Common Stock of the Company issued upon conversion of all Series A and Series B Preferred Stock of the Company and upon exercise of all outstanding warrants to purchase shares of Series A and Series B Preferred Stock and shares of Common Stock (the "WARRANTS") immediately prior to the Closing) (collectively, the "COMPANY COMMON STOCK") issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 1.6(c) and any Dissenting Shares (as defined and to the extent provided in Section 1.7(a)) will be canceled and extinguished and be converted automatically into the right to receive that number of shares of Parent Common Stock equal to the Common Exchange Ratio (as defined in Section 1.6(h)(v) below) upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 1.8. Consistent with and pursuant to Parent's existing Rights Agreement, dated as of December 18, 1996, as amended (the "RIGHTS AGREEMENT"), between Parent and BankBoston N.A., as rights agent, one right issuable pursuant to the Rights Agreement or any other right issued in substitution thereof (a "RIGHT"), shall be issued together with and shall attach to each share of Parent Common Stock issued pursuant to this Section 1.6(b), unless the Rights shall have expired or been redeemed prior to the Effective Time.
