CONVERSION OF CWI SHARES Sample Clauses

CONVERSION OF CWI SHARES. The total consideration to be received by the shareholders of CWI in connection with the conversion of all of the then outstanding capital stock of CWI in connection with the Merger shall be $14,000,000 (the "BASE CONSIDERATION"), plus an additional amount (the "ADDITIONAL CONSIDERATION") in the event the total stockholders' equity of CWI as of the Closing Date (the "Closing Date Equity") exceeds $177,667. The Base Consideration shall consist of $5,000,000 in cash and $9,000,000 of shares of Intellicell common stock, $.01 par value per share (the "INTELLICELL COMMON STOCK"), valued as hereinafter described (the $9,000,000 of shares of Intellicell Common Stock being hereinafter referred to as the "BASE SHARES"). For purposes of this Agreement, the shares of Intellicell Common Stock shall have a value (the "SHARE VALUE") equal to $4 per share. The Additional Consideration, if any, shall consist of an additional number of shares of Intellicell Common Stock (the "ADDITIONAL SHARES") as equals (i) the amount by which the Closing Date Equity exceeds $177,667, divided by (ii) $4. Notwithstanding the foregoing, the cash portion of the Base Consideration will be reduced by the amount, if any, by which the Closing Date Equity is less than $1,177,667, although Additional Shares will then be issued in an amount equal to (i) the amount, if any, by which the Closing Date Equity exceeds $177,667, divided by (ii) $4. The Closing Date Equity shall be determined within 30 days following the Closing Date by Intellicell's and CWI's independent certified public accountants in accordance with generally accepted accounting principles, using assumptions that are mutually acceptable to such accountants and including a reserve against accounts receivable that is acceptable to Intellicell and CWI, and such determination shall be binding on all of the parties to this Agreement. At the Effective Time, all of the issued and outstanding shares of capital stock of CWI ("CWI STOCK") shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted pro rata into and thereafter represent the number of Base Shares described above ($9,000,000 divided by the Share Value) and the holders of such shares shall concurrently receive the Base Shares on a pro rata basis (unless directed otherwise as described below) and shall concurrently receive on a pro rata basis (unless directed otherwise as described below) $4,500,000 of the cash portion of the Base Considera...
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CONVERSION OF CWI SHARES. 2 1.8 Escrow........................................................................................ 3 1.9 Merger Sub Common Stock Represents Surviving Corporation Common Stock......................... 3 1.10
CONVERSION OF CWI SHARES. 2 1.8 Escrow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 1.9 Merger Sub Common Stock Represents Surviving Corporation Common Stock . . . . . . . . . . . . . . . . . . . . . . 4 1.10

Related to CONVERSION OF CWI SHARES

  • 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 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.

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

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • 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.

  • Conversion of Convertible Note Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of this Convertible Note to convert into Common Stock of the Company. This Convertible Note shall be convertible into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.

  • Reservation of Conversion Shares The Conversion Shares issuable upon conversion of the Shares shall have been duly authorized and reserved for issuance upon such conversion.

  • The Conversion Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, such number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding; provided that the number of shares of Common Stock so reserved shall at no time be less than 100% of its authorized but unissued shares of its Common Stock, to effect the conversion of the Preferred Shares and exercise of the Warrants. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the "Conversion Shares" and the "Warrant Shares", respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the "Shares".

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

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