Conversion of Company Preferred Shares. At the Effective Time, each of the Company Preferred Shares issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the Stockholders or any other Person, shall automatically be canceled and extinguished and be converted into and shall become the right to receive the Per Share Closing Cash Consideration and the Per Share Closing Parent Stock Consideration, each as allocated pursuant to Section 2.8(b) and set forth in the Allocation Schedule (as adjusted pursuant to Section 2.8(f)) and a DOC ID - 32901658.22 24 contingent right to receive a portion of any Deferred Payments (to the extent payable pursuant to Section 2.6(f)). From and after the Effective Time, the holders of Company Preferred Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Preferred Shares, except as otherwise provided for herein or under applicable Law.
Conversion of Company Preferred Shares. Each of the 7.5% Series A Cumulative Convertible Preferred Shares of Beneficial Interest of the Company, $.01 par value per share (the “Company Preferred Shares”), issued and outstanding immediately prior to the Merger Effective Time (other than the Company Preferred Shares to be cancelled in accordance with Section 2.2(b)) shall automatically be converted into one share of 7.5% Series G Cumulative Convertible Preferred Stock, $1.00 par value per share, of Parent (the “New Parent Preferred Stock”). Immediately prior to the Merger Effective Time, the terms of the New Parent Preferred Stock shall be set forth in an amendment to the Second Restated Certificate of Incorporation of Parent, substantially in the form set forth in Exhibit H hereto (the “Certificate of Designation”) and such amendment shall be filed with the Secretary of State of the State of Delaware and shall be effective immediately prior to the Merger Effective Time.
Conversion of Company Preferred Shares. Each Requisite Shareholder holding Company Preferred Shares hereby consents (for itself, for its successors, heirs and assigns) in accordance with the Company Charter, to the conversion, effective as of the First Effective Time, of all the Company Preferred Shares owned by such Requisite Shareholder into Company Ordinary Shares at the Conversion Ratio (as defined in the Company Charter) of each Company Preferred Share into Company Ordinary Share as specified in the Company Charter. For purposes of clarity, each Requisite Shareholder holding Company Preferred Shares further agrees (for itself, for its successors, heirs and assigns) that the provisions of this Agreement shall be applicable in all respects to all Company Ordinary Shares issued upon the conversion of the Company Preferred Shares held by such Requisite Shareholder. The consent specified in this Section 4.7 shall be applicable only in connection with the Transactions and this Agreement and shall be void and of no force and effect if the Business Combination Agreement shall be terminated for any reason whatsoever.
Conversion of Company Preferred Shares. At the Effective Time, each Company Preferred Share issued and outstanding as of immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of such Company Preferred Share, be canceled and extinguished and be converted into and shall become the right to receive the Per Share Preferred Payment. From and after the Effective Time, the holder(s) of certificates, if any, evidencing ownership of the Company Preferred Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Preferred Shares except as otherwise provided for herein or under applicable law.
Conversion of Company Preferred Shares. Each Company Preferred Share issued and outstanding immediately prior to the Effective Time (other than any such Company Preferred Shares cancelled pursuant to Section 3.1(a) and the Company Preferred Shares issued to the holders of the 2024 Convertible Notes which may, at the election of such holder, instead convert into the right to receive shares of Parent Preferred Stock) shall, in accordance with the Company Articles be converted into the right to receive a number of shares of Parent Common Stock equal to: (i) the Conversion Ratio multiplied by (ii) the number of Company Ordinary Shares issuable upon conversion of such share of Company Preferred Shares as of immediately prior to the Effective Time (the “Per Preferred Share Merger Consideration”).
Conversion of Company Preferred Shares. All of the Company Preferred Shares must have been converted into Company Common Shares.
Conversion of Company Preferred Shares. On the Closing Date, immediately prior to the Share Consolidation (as defined below) and the First Merger Effective Time, each Company Preferred Share that is issued and outstanding immediately prior to the First Merger Effective Time shall be converted into Company Ordinary Shares on a one-for-one basis by virtue of and in accordance with the Shareholders Agreement and in compliance with the terms of the Company Charter (the “Conversion”).
Conversion of Company Preferred Shares. At the Effective Time, each Company Preferred Share issued and outstanding as of immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of such Company Preferred Share, be canceled and extinguished and be converted into and shall become the right to receive a portion of the Closing Cash Consideration as provided herein. From and after the Effective Time, the holder(s) of certificates, if any, evidencing ownership of the Company Preferred Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Preferred Shares except as otherwise provided for herein or by applicable Law.
Conversion of Company Preferred Shares. Each Company Preferred Share issued and outstanding immediately prior to the Effective Time (except for Company Treasury Shares and including, for the avoidance of doubt, any outstanding Company Preferred Shares issued upon the exercise of Company Warrants, to the extent issued and outstanding at the Effective Time, as set out below) will, by virtue of the Merger and upon the terms and subject to the conditions set forth in this Agreement, automatically be deemed to have been transferred to SPAC and automatically deemed for all purposes to represent only the right to receive a number of SPAC Class A Shares equal to the Equity Exchange Ratio (the “Per Company Preferred Share Merger Consideration”), and as of the Effective Time, each holder thereof shall cease to have any other rights in or to the Company.
Conversion of Company Preferred Shares. Each Company Preferred Share that is issued and outstanding immediately prior to the First Merger Effective Time shall be converted into Pre-Subdivision Ordinary Shares on a one-for-one basis in accordance with the Company Charter (the “Conversion”).
