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 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 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 outstanding share of Company Series A Preferred Stock, other than any shares to be cancelled pursuant to Section 4.1(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, a number of shares of Parent Common Stock equal to the Series A Exchange Ratio.
Conversion of Company Series A Preferred Stock. The Company shall take all action necessary to effect the conversion of the Company’s (i) issued and outstanding shares of Series A Preferred Stock into shares of Company Common Stock, and (ii) options and warrants to purchase shares of the Company’s Series A Preferred Stock into options and warrants to purchase shares of Company Common Stock, in each case to be effective immediately prior to the Effective Time.
Conversion of Company Series A Preferred Stock. Each share of Series A Preferred Stock of the Company ("Company Series A") issued and outstanding immediately prior to the Effective Time (other than any shares of Company Capital Stock to be cancelled pursuant to Section 1.6(f) and any Dissenting Shares (as defined and to the extent provided in Section 1.8(a))), will be cancelled and extinguished and will be converted automatically into the right to receive a number of shares of Parent Common Stock as is calculated by multiplying such share by a fraction the numerator of which is the Aggregate Series A Shares and the denominator of which is the number of shares of Company Series A issued and outstanding immediately prior to the Effective Time (the "Series A Exchange Ratio").
Conversion of Company Series A Preferred Stock. Each share of Series A Preferred Stock, no par value, of Company (the "Series A Preferred Stock") issued and outstanding immediately prior to the Effective Time, other than any Series A Preferred Stock to be canceled pursuant to Section 1.7(e) and Dissenting Shares, will be canceled and extinguished and automatically converted into and represent solely the right to receive the Per Share Series A Merger Consideration minus the Per Share Series A Escrow Amount, which Parent will deliver to the Escrow Agent pursuant to Section 1.8, and minus the Per Share Series A Holdback Amount, which will be held back by Parent in accordance with Section 1.6(a) and the Transition Plan, with the Per Share Series A Closing Payment payable without interest to the holder of such Series A Preferred Stock upon surrender of the certificate representing such Series A Preferred Stock in the manner provided in Section 1.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 1.10).
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. Each share of Series A Preferred Stock, par value $0.01 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”) equal to the sum of (i) the Series A Preference Exchange Ratio plus (ii) the Common Exchange Ratio. 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.
