Conversion of Company Preferred Stock. The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.
Conversion of Company Preferred Stock. (i) Each issued and outstanding share of Series A Cumulative Convertible Preferred Stock of the Company ("Company Series A Convertible Preferred Stock), other than shares to be cancelled in accordance with Section 2.1(a), together with the Rights attached thereto, shall be converted into the right to receive one validly issued, fully paid and nonassessable share of Series I Cumulative Convertible Preferred Stock of Parent ("Parent Convertible Preferred Stock"). Each share of Parent Convertible Preferred Stock shall have terms that are substantially identical to the terms of Company Series A Convertible Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company, (B) the number of shares of Parent Common Stock into which each share of Parent Convertible Preferred Stock shall be convertible (at the same times and subject to the same terms and conditions under which Company Series A Convertible Preferred Stock is convertible into shares of Company Common Stock immediately prior to the Effective Time) shall equal 26.31579 (which number shall be subject to adjustment under the same circumstances, in the same manner and to the same extent as set forth in the existing Certificate of Designation relating to the Company Series A Convertible Preferred Stock) times the Exchange Ratio and (C) each share of Parent Convertible Preferred Stock, when voting together with the Parent Common Stock (and any other shares of capital stock of Parent at the time entitled to vote) as a single class, shall be entitled to a number of votes equal to the number of shares of Parent Common Stock into which one share of Parent Convertible Preferred Stock will be convertible immediately following the Merger.
(ii) Each issued and outstanding share of 8.08% Cumulative Preferred Stock, Series D, of the Company ("Company 8.08% Preferred Stock"), other than shares to be cancelled in accordance with Section 2.1(a), shall be converted into the right to receive one validly issued, fully paid and nonassessable share of 8.08% Cumulative Preferred Stock, Series J, of Parent ("Parent 8.08% Preferred Stock"). Each share of Parent 8.08% Preferred Stock shall have terms that are substantially identical to Company 8.08% Preferred Stock, provided that (A) as a result of the Merger the issuer thereof shall be Parent rather than the Company and (B) each share of Parent 8.08% Preferred Stock shall be entitled to three votes per share, voting togethe...
Conversion of Company Preferred Stock. Stockholder hereby agrees that it will take all necessary actions, whether pursuant to the Company’s Amended and Restated Certificate of Incorporation, the DGCL or otherwise, to effectuate the conversion of all shares of Company Preferred Stock Beneficially Owned by such Stockholder into Company Common Stock, such that immediately prior to the Effective Time, there shall be no outstanding shares of Company Preferred Stock. Stockholder further agrees to deliver to Parent, on or prior to the Closing Date, a copy of any consent or other instrument necessary to effect such conversion, in form and substance reasonably satisfactory to Parent.
Conversion of Company Preferred Stock. The Company shall exercise its commercially reasonable efforts to cause all outstanding shares of Company Preferred Stock to convert into shares of Company Common Stock prior to the Closing pursuant to the terms of the Company's Articles of Incorporation.
Conversion of Company Preferred Stock. Each share of Company Preferred Stock that is outstanding immediately prior to the First Effective Time, but excluding Dissenting Shares and Cancelled Shares, shall be converted automatically into the right to receive $37.50 per share in cash (the “Preferred Merger Consideration”). All shares of Company Preferred Stock that have been converted into the right to receive the Preferred Merger Consideration as provided in this Section 2.1(a)(iv) shall be automatically cancelled on the conversion thereof and shall cease to exist, and uncertificated shares of Company Preferred Stock represented by book-entry form (“Preferred Book-Entry Shares”) and each certificate that, immediately prior to the First Effective Time, represented any such shares of Company Preferred Stock (each, a “Preferred Certificate”) shall thereafter represent only the right to receive the Preferred Merger Consideration into which the shares of Company Preferred Stock represented by such Preferred Book-Entry Share or Preferred Certificate have been converted pursuant to this Section 2.1(a)(iv).
Conversion of Company Preferred Stock. Each share of Series B Convertible Preferred Stock, par value $.01 per share, of the Company (the "COMPANY PREFERRED STOCK"; all issued and outstanding shares of Company Preferred Stock being hereinafter collectively referred to as the "PREFERRED SHARES" and, together with the Common Shares, the "SHARES") issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled pursuant to Section 2.01(c) and Dissenting Shares) shall automatically be converted into the right to receive the Preferred Merger Consideration, payable upon surrender in the manner provided in Section 2.02 of the certificate that formerly evidenced such Preferred Share, subject to adjustment as provided in Section 2.01(e).
Conversion of Company Preferred Stock. All outstanding shares of Company Preferred Stock shall have been converted into shares of Company Common Stock in accordance with the terms of the Company’s Certificate of Incorporation as in effect as of the date of this Agreement.
Conversion of Company Preferred Stock. All outstanding shares of Company Preferred Stock outstanding immediately prior to the Effective Time shall be converted on a one for one basis into Company Common Stock immediately prior to the Effective Time of the Merger.
Conversion of Company Preferred Stock. Subject to Section 1.8, each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares as provided in Section 1.9) will be cancelled, extinguished and converted automatically into the right to receive, upon surrender of the certificate formerly representing such shares of Company Preferred Stock (or compliance with Section 1.12 regarding lost certificates), one of the following amounts per share of Company Preferred Stock as determined in Parent’s absolute and sole discretion at or prior to Closing:
(i) a cash payment equal to (A) the Company Closing Price multiplied by (B) the number of shares of Company Common Stock that such share of Company Preferred Stock is convertible into immediately prior to the Effective Time (calculated pursuant to the optional conversion provisions contained in the Articles of Incorporation); or
(ii) a number of shares of Parent Common Stock equal to the product of (A) the Exchange Ratio, multiplied by (B) the number of shares of Company Common Stock that such shares of Company Preferred Stock is convertible into immediately prior to the Effective Time (calculated pursuant to the optional conversion provisions contained in the Articles of Incorporation); or
(iii) a combination of (A) a cash payment, as determined by Parent in its sole and absolute discretion, in an amount less than (1) the Company Closing Price, multiplied by (2) the number of shares of Company Common Stock that such share of Company Preferred Stock is convertible into immediately prior to the Effective Time (calculated pursuant to the optional conversion provisions contained in the Articles of Incorporation), and (B) a number of shares of Parent Common Stock equal to the product of (1) the quotient obtained by dividing (a) the difference of the Company Closing Price minus the cash payment determined by Parent pursuant to this Section 1.6(b)(iii), by (b) the Parent Closing Price, multiplied by (2) the number of shares of Company Common Stock that such share of Company Preferred Stock is convertible into immediately prior to the Effective Time (calculated pursuant to the optional conversion provisions contained in the Articles of Incorporation); provided, that, Txxxxxxx Sxxxxxx LLP delivers the legal opinion contemplated by Section 5.17 to the extent the Merger Consideration is calculated pursuant to this Section 1.6(b)(iii). For purposes of example only, if the Company Closing Price is equa...
Conversion of Company Preferred Stock. Each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be cancelled. Each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled pursuant to Section 1.8(b) and Dissenting Shares) shall be converted into and become the right to receive an amount equal to the Stated Value of the Series B Preferred Stock (as defined in the Company's Amended and Restated Articles of Incorporation (the "Company Articles")) plus all accrued and unpaid dividends on such Series B Preferred Stock (as set forth in the Company Articles) in cash and without interest thereon (the "Series B Preferred Merger Consideration" and, together with the Common Merger Consideration, the "Merger Consideration"). As of the Effective Time, all such shares of Company Preferred Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Preferred Merger Consideration, upon surrender of such certificate(s) in accordance with Article 2.
