Conversion of Company Series B Preferred Stock Sample Clauses

Conversion of Company Series B Preferred Stock. Each share of Company Series B 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 B Preferred Stock.
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Conversion of Company Series B Preferred Stock. Each share of Company Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding any such shares to be cancelled pursuant to Section 2.06(f) or constituting Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the Series B Merger Consideration in the manner provided in Section 2.08, upon surrender of the certificate representing such share of Company Series B Preferred Stock.
Sample 1
Conversion of Company Series B Preferred Stock. Each share of Series B Preferred Stock of the Company (the “Company Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Series B Preferred Stock which are to be canceled pursuant to Section 1.6(c), if any, or which are Appraisal Shares (as defined and to the extent provided in Section 1.8(a)) will be canceled and extinguished and be converted automatically into the right to receive that number of shares of Parent Common Stock equal to the product of the following formula: (a) 1.4926933 (“Series B Factor”) multiplied by (b) the Exchange Ratio.
Sample 1
Conversion of Company Series B Preferred Stock. The shares of Series B Preferred Stock, $0.001 par value, of the Company (the “Company Series B Preferred Stock” and collectively, with the Company Class A Common Stock, the Company Class B Common Stock and the Company Series A Preferred Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Series B Preferred Stock held by Dissenting Stockholders) will be canceled and extinguished and automatically converted into the right to receive, in the aggregate for all such shares, $4,493,659.75 (the “Series B Consideration”), plus any Additional Merger Consideration or Earn Out Consideration payable pursuant to Sections 1.6 or 1.7, respectively. The Series B Consideration and any Additional Merger Consideration and/or Earn Out Consideration shall be allocated among the holders of Company Series B Preferred Stock as set forth on Schedule 1.5 hereto.
Sample 1
Conversion of Company Series B Preferred Stock. Each share of Series B Preferred Stock, no par value, of Company (the "Series B Preferred Stock") issued and outstanding immediately prior to the Effective Time, other than any Series B 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 B Merger Consideration minus the Per Share Series B Escrow Amount, which Parent will deliver to the Escrow Agent pursuant to Section 1.8, and minus the Per Share Series B 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 B Closing Payment payable without interest to the holder of such Series B Preferred Stock upon surrender of the certificate representing such Series B 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).
Sample 1
Conversion of Company Series B Preferred Stock. Each share of Series B Preferred Stock of the Company ("Company Series B") 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 B Shares and the denominator of which is the number of shares of Company Series B issued and outstanding immediately prior to the Effective Time (the "Series B Exchange Ratio").
Sample 1
Conversion of Company Series B 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 B Preferred Stock, each outstanding share of Company Series B 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 B Preferred Stock in the manner provided in SECTION 1.8 hereof, a number of shares of Parent Common Stock equal to (i) the Series B 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 B Preference Amount shall be reallocated to the outstanding shares of Company Common Stock.
Sample 1
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Conversion of Company Series B Preferred Stock. The issued and outstanding shares of the Company Series B Preferred Stock (other than shares to be cancelled in accordance with Section 2.01(a)(i)) shall be converted into the right to receive, in the aggregate, the Series B Portion, payable as follows: (A) cash in an amount equal to the Cash Consideration multiplied by a fraction, the numerator of which is sixteen (16) and the denominator of which is nineteen (19) (the "SERIES B CASH AMOUNT") plus (B) shares of Acquiror Series A Preferred Stock with an aggregate liquidation value of an amount (the "SERIES B PREFERRED STOCK AMOUNT") equal to the Series B Portion MINUS the Series B Cash Amount. Each issued and outstanding share of Company Series B Preferred Stock shall be entitled to its pro rata share of the Series B Portion, based upon the total shares of Company Series B Preferred Stock outstanding at the Effective Time.
Sample 1

Related to Conversion of Company Series B Preferred Stock

  • 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 Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Series C Preferred Stock The holders of outstanding shares of Series C Preferred Stock shall be entitled to receive dividends, when and as declared by the Board of Directors, out of any assets at the time legally available therefor, at the Dividend Rate specified for such shares of Preferred Stock payable in preference and priority to any declaration or payment of any distribution on Series A Preferred Stock, Series B Preferred Stock or Common Stock of the Corporation other than a dividend payable solely in Common Stock. No distributions shall be made with respect to the Series A Preferred Stock, Series B Preferred Stock or Common Stock during any fiscal year of the Corporation, other than dividends on the Common Stock payable solely in Common Stock, until all dividends at the applicable Dividend Rate on the Series C Preferred Stock have been declared and paid or set apart for payment to the holders of Series C Preferred Stock. The right to receive dividends on shares of Series C Preferred Stock shall not be cumulative, and no right to such dividends shall accrue to holders of Series C Preferred Stock by reason of the fact that dividends on said shares are not declared or paid in any year.

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Preferred Shares Notwithstanding Section 11.4.1, for the purpose of any computation hereunder, the "current per share market price" of the Preferred Shares shall be determined in the same manner as set forth above in Section 11.4.1 (other than the last sentence thereof). If the current per share market price of the Preferred Shares cannot be determined in the manner described in Section 11.4.1, the "current per share market price" of the Preferred Shares shall be conclusively deemed to be an amount equal to 100 (as such number may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to the Common Shares occurring after the date of this Agreement) multiplied by the current per share market price of the Common Shares (as determined pursuant to Section 11.4.1). If neither the Common Shares nor the Preferred Shares are publicly held or so listed or traded, or if on any such date neither the Common Shares nor the Preferred Shares are so quoted and no such market maker is making a market in either the Common Shares or the Preferred Shares, "current per share market price" of the Preferred Shares shall mean the fair value per share as determined in good faith by the Board of Directors of the Company, or, if at the time of such determination there is an Acquiring Person, by a nationally recognized investment banking firm selected by the Board of Directors of the Company, which shall have the duty to make such determination in a reasonable and objective manner, which determination shall be described in a statement filed with the Rights Agent and shall be conclusive for all purposes. For purposes of this Agreement, the "current per share market price" of one one-hundredth of a Preferred Share shall be equal to the "current per share market price" of one Preferred Share divided by 100.

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