Conversion of Company Series A Preferred Stock. Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter represent one duly issued, fully paid and nonassessable share of Holding Series A Preferred Stock.
Conversion of Company Series A Preferred Stock. Each holder of Shares of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares, shall be converted into the right to receive the Closing Merger Consideration set forth opposite such holder’s name on Schedule 2.2 attached hereto, payable to the holder, without interest, subject to any withholding of Taxes required by applicable Law, upon surrender of the certificate formerly representing such Shares of Company Series A Preferred Stock in accordance with Section 2.3.
Conversion of Company Series A Preferred Stock. Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a ratable share of the Cash Consideration and the Note Participation set forth on Exhibit B attached hereto (the “Series A Conversion Consideration”). All such Company Series A Preferred Stock, when so converted, will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and the holder of such Company Series A Preferred Stock immediately prior to the Effective Time will cease to have any rights with respect thereto, except the right to receive the Series A Conversion Consideration.
Conversion of Company Series A Preferred Stock. Each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Company Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Series A Preferred Stock to be cancelled pursuant to Section 2.1(c)), shall be converted, subject to Section 2.2(c), into the right to receive a number of shares of common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) as set forth on the Merger Consideration Spreadsheet. All such shares of Company Series A Preferred Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent the right to receive a certificate representing the shares of Parent Common Stock into which such Company Series A Preferred Stock was converted in the Merger. Certificates previously representing shares of Company Series A Preferred Stock shall be exchanged for certificates representing whole shares of Parent Common Stock and a check for any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 2.2.
Conversion of Company Series A Preferred Stock. Each outstanding share of Company Series A Preferred Stock, other than any shares to be cancelled pursuant to Section 1.6(h) hereof, shall be cancelled and extinguished, and automatically converted into the right to receive upon surrender of the Certificate represented by such share of Company Series A Preferred Stock in accordance with Section 1.8, a number of shares of Parent Common Stock equal to the Series A Exchange Ratio.
Conversion of Company Series A Preferred Stock. Immediately prior to the Effective Time, the Company shall cause (i) each share of Company Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Company Common Stock at the then-effective conversion rate (the “Preferred Conversion”). All of the shares of Company Series A Preferred Stock converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Series A Preferred Stock shall thereafter cease to have any rights with respect to such Company Series A Preferred Stock.
Conversion of Company Series A Preferred Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of Company Series A Preferred Stock, each outstanding share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined in SECTION 1.7(a) hereof), 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, will be canceled and extinguished and be converted automatically into the right to receive, upon surrender of the certificate representing such shares of Company Series A Preferred Stock in the manner provided in SECTION 1.8 hereof, a number of shares of Parent Common Stock equal to (i) the Series A Preference Amount plus (ii) the Exchange Ratio; provided however that the number of shares of Parent Common Stock in excess of the number that is three (3) times the Series A Preference Amount shall be reallocated to the outstanding shares of Company Series B Preferred Stock and outstanding shares of Company Common Stock on an as-converted-to-common-stock basis.
Conversion of Company Series A Preferred Stock. Each outstanding share of Company Series A Preferred Stock (other than any Dissenting Shares) shall be cancelled and extinguished and be converted automatically into the right to receive (following the surrender of the certificate representing such share of Company Series A Preferred Stock in accordance with Section 1.8 or delivery of an affidavit of loss and indemnity as provided in Section 1.10) a number of shares of Parent Series A-1 Preferred Stock equal to 1.5801 (the “Exchange Ratio”) (with the aggregate number of shares of Parent Series A-1 Preferred Stock rounded down to a whole number of shares on a holder-by-holder basis) as set forth on Schedule 1.6 hereto.
Conversion of Company Series A Preferred Stock. Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 1.08(b) (such shares, the "Series A Merger Consideration Shares") and the Appraisal Shares (as defined in Section 1.08(e)) shall be converted into the right to receive from the Surviving Corporation cash, without interest, of an amount equal to the result obtained by dividing (i) $920 by (ii) the total number of Series A Merger Consideration Shares (such amount, the "Series A Merger Consideration"). At the Effective Time all such Series A Merger Consideration Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares (a "Series A Certificate", and collectively with the Common Certificates, the "Certificates") shall cease to have any rights with respect thereto, except the right to receive the Series A Merger Consideration.
Conversion of Company Series A Preferred Stock. Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the First Effective Time, other than shares of Company Series A Preferred Stock to be cancelled pursuant to Section 2.1(c) or Dissenting Shares, shall be converted solely into the right to receive an amount equal to the product of (A) multiplied by (B), where (A) is the aggregate number of shares of Company Common Stock issuable upon the conversion of such share of Company Series A Preferred Stock outstanding as of immediately prior to the First Effective Time, and (B) is the Per Share Mixed Consideration, in each case, upon surrender of such share of Company Series A Preferred Stock in accordance with Section 2.2. As of the First Effective Time, all shares of Company Series A Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter represent only the right to receive the foregoing consideration to be paid in accordance with Section 2.2 (other than Dissenting Shares which shall be entitled only to those rights set forth in Section 2.3(a)).
