Common use of Conversion of Company Capital Stock Clause in Contracts

Conversion of Company Capital Stock. At the Effective Time, each outstanding share of the Company Capital Stock (on an as-converted basis) (other than Dissenting Shares and shares held in the Company's treasury) upon the terms and subject to the conditions set forth below and throughout this Agreement, will be canceled and extinguished and be converted automatically into the right to receive such number of shares of Parent Common Stock equal to the Exchange Ratio, upon the terms and subject to conditions set forth in this Section 1.6 and throughout this Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cirrus Logic Inc)

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Conversion of Company Capital Stock. At the Effective Time, each outstanding share of the Company Capital Common and Preferred Stock (on an as-converted basis) (other than any Dissenting Shares and any shares held in the Company's treasuryof Company Capital Stock cancelled pursuant to Section 1.6(f) upon the terms and subject to the conditions set forth below and throughout this Agreement, below) will be canceled and extinguished and be converted automatically into the right to receive such number of shares of fully paid and non assessable Parent Common Stock equal to the Exchange Ratio, upon the terms and subject to conditions set forth in this Section 1.6 and throughout this Agreement, including, without limitation, the escrow provisions set forth in Article VII hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cell Genesys Inc)

Conversion of Company Capital Stock. At the Effective Time, each outstanding Each share of the Company Capital Stock (on an as-converted basis) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares held to be cancelled and retired in the Company's treasury) upon the terms and subject to the conditions set forth below and throughout this Agreementaccordance with Section 2.07(a)), will be canceled and extinguished and shall be converted automatically into the right to receive such number a respective amount of shares of Parent Common Stock equal to as reflected in the Exchange Ratio, upon the terms and subject to conditions set forth Consideration Spreadsheet in this accordance with Section 1.6 and throughout this Agreement2.12.

Appears in 1 contract

Samples: Merger Agreement (Eloxx Pharmaceuticals, Inc.)

Conversion of Company Capital Stock. At the Effective Time, each outstanding share of Company Common Stock and Preferred (collectively, the "Company Capital Stock (on an as-converted basis) (other than Dissenting Shares and shares held in the Company's treasury) Stock"), upon the terms and subject to the conditions set forth below and throughout this Agreement, will be canceled and extinguished and be converted automatically into the right to receive such number of shares of Parent Common Stock equal to the Exchange Ratio, upon the terms and subject to conditions set forth in this Section 1.6 and throughout this Agreement, including, without limitation, the escrow provisions set forth in Article VII hereof.

Appears in 1 contract

Samples: Merger Agreement (Ondisplay Inc)

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Conversion of Company Capital Stock. At the Effective Time, each outstanding share of the Company Capital Stock (on an as-converted basis) (other than Dissenting Shares and shares held in the Company's treasury) upon On the terms and subject to the conditions set forth below and throughout in this Agreement, will at the Effective Time, each share of Company Capital Stock that is issued and outstanding immediately before the Effective Time (excluding Dissenting Shares), will, by virtue of the Merger, and without further action on the part of any holder thereof, be canceled and extinguished and be automatically converted automatically into the right to receive such number of shares of Parent Common Stock equal to the Exchange Ratioreceive, upon the terms and shall be exchangeable (subject to conditions set forth in this Section 1.6 and throughout this Agreement.Article 7) for the following:

Appears in 1 contract

Samples: Merger Agreement (Identiv, Inc.)

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