Conversion of Outstanding Capital Stock Sample Clauses

Conversion of Outstanding Capital Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Subsidiary, the Company, any Stockholder or any other Person, (i) each share of Common Stock (other than Excluded Shares or Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and represent the right to receive an amount in cash equal to the Closing Per Share Cash Consideration, plus the Pro Rata Share of all Distributions with respect to such share of Common Stock, if any, in each case payable when and as provided herein (the “Merger Consideration”), except for such distributions not made in accordance with a Holder’s Pro Rata Share as a result of differential values of Subaccounts as contemplated by Section 9.6(a), and (ii) each share of common stock, $0.001 par value per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $0.001 par value per share, of the Surviving Corporation.
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Conversion of Outstanding Capital Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Merger Subsidiary, the Company or any Stockholder: (i) each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares held by Holdings, shall be converted into and represent the right to receive an amount in cash equal to the sum of (A) the Closing Per Share Cash Consideration, plus (B) with respect to any future Distribution, the Distribution Per Share Amount of such Distribution with respect to such share of Class A Common Stock, in each case payable when and as provided herein; and (ii) each share of common stock, $0.01 par value per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of Class A Common Stock of the Surviving Corporation.
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Conversion of Outstanding Capital Stock. Each share of Company Common Stock outstanding immediately prior to the Effective Time held by Persons other than the Company shall be canceled, shall cease to exist and shall be converted into only the right to receive an amount in cash equal to the Per Share Common Consideration in accordance with Section 3.3. For the avoidance of doubt, all shares of Company Preferred Stock outstanding immediately prior to the Effective Time shall be deemed to have been converted into shares of Company Common Stock in accordance with Section (4)(b) of Article IV of the Certificate of Incorporation for purposes of this Section 3.1(a)(iii).
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Conversion of Outstanding Capital Stock. At and as of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Seller, Buyer or Merger Sub, all of the outstanding Capital Stock owned by the Seller shall be converted into the right to receive the aggregate Merger Consideration in accordance with Section 2.4. No outstanding Capital Stock shall be deemed to be outstanding or to have any rights other than those set forth in this Section 2.3 after the Effective Time.
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Conversion of Outstanding Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Acquisition Sub, the Company or the holder of any of the following securities (such right to receive payments as set forth below, the "Merger Consideration"): (a) The Common Stock Merger Consideration shall be allocated among the holders of shares of Common Stock and the holders of options to purchase shares of Common Stock in the manner provided in this Section 2.5(a) and in Section 2.5(d) after giving effect to the transactions contemplated by Section 2.5(b) below. Each share of Common Stock that is issued EXECUTION VERSION and outstanding immediately prior to the Effective Time (other than (i) shares as to which appraisal rights are perfected under Section 262 of the DGCL, (ii) any shares of Common Stock that are owned or held in treasury by the Company or any direct or indirect Subsidiary and (iii) any shares of Common Stock owned by Parent or any subsidiary of Parent) shall be canceled and extinguished and be converted automatically into and become a right to receive the Per Share Common Stock Merger Consideration. (b) A number of shares of Common Stock representing the right to receive an amount equal to $25,000,000 of the Common Stock Merger Consideration (such shares, the "Contribution Shares," and such amount, the "Contribution Amount" ) owned, directly or indirectly, by the persons and in the percentage amounts set forth on Exhibit 5 (such persons, the "Continuing Stockholders" ) shall not be converted, exchanged or cancelled as provided in Section 2.5(a) but, instead, immediately prior to the Effective Time, pursuant to the Contribution Agreement, the Continuing Stockholders shall contribute the Contribution Shares to Parent (the "Continuing Stockholders Contribution" ) in exchange for newly issued shares of Parent's common stock, par value $0.01 per share (the "Parent Common Stock" ). At the Effective Time, the Contribution Shares shall be cancelled without any payment therefor. For the avoidance of doubt, the parties understand and agree that (i) no portion of the Common Stock Merger Consideration shall be paid in respect of the Contribution Shares, and that instead such Contribution Shares shall only entitle the Continuing Stockholders to receive shares of Parent Common Stock in exchange therefor as provided in the Contribution Agreement and (ii) the Contribution Shares shall be included in the determination of the Fully-Diluted Shares and as a result...
Sample 1
Conversion of Outstanding Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Acquisition Sub, the Company or the holder of any of the following securities: (a) Each share of Common Stock that is issued and outstanding immediately prior to the Effective Time (other than shares as to which appraisal rights are perfected under Section 262 of the DGCL and any shares of Common Stock that are owned by the Company or any Subsidiary) shall be canceled and extinguished and be converted automatically into and become a right to receive an amount, payable without interest at the Closing, in cash equal to the quotient of the Initial Merger Consideration divided by the number of Common Shares Outstanding (the "Initial Per Share Merger Consideration"). The "Initial Merger Consideration" shall equal Two Hundred Ninety Million Dollars ($290,000,000) (i) minus the Closing Date Payments, (ii) plus the amount by which (A) ninety-five percent (95%) of the Estimated Closing Date Net Worth exceeds (B) the net worth of the Company on July 31, 2001 calculated in accordance with the methodology set forth in Exhibit 3 (it being acknowledged by all parties that the numbers contained in Exhibit 3 are for illustrative purposes only) and otherwise calculated in accordance with GAAP (the "Baseline Net Worth") or minus the amount by which (x) the Baseline Net Worth exceeds (y) ninety-five percent (95%) of the Estimated Closing Date Net Worth, (iii) less the Escrow Amount, (iv) plus the amount of cash and cash equivalents held by the Company as of the close of business on July 31, 2001 and (v) less the principal and any accrued but unpaid interest on the items set forth in Exhibit 4, calculated as of July 31, 2001.
Sample 1
Conversion of Outstanding Capital Stock. At the Effective Time, by --------------------------------------- virtue of the Merger and without any action on the part of the Parent, Acquisition Sub, the Company or any holder of any of the following securities: (a) Each share of Acquisition Sub Common Stock outstanding at the Effective Time shall cease to be outstanding and, after giving effect to Section 2.5(b), shall be converted into one share of Company Common Stock. (b) Subject to the provisions of Section 2.6: (i) each share of Company Common Stock outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive the applicable number of shares (or applicable fraction of a share) of Parent Common Stock, and the applicable number of shares (or applicable fraction of a share) of Parent Series B Preferred Stock, set forth on Exhibit 3 hereto, and (ii) each share of Company Preferred Stock outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive the applicable number of shares (or applicable fraction of a share) of Parent Common Stock, and the applicable number of shares (or applicable fraction of a share) of Parent Series B Preferred Stock, set forth on Exhibit 3 hereto or, if the Effective Time shall occur on a date other than either of the dates indicated in Exhibit 3, based on the methodology set forth in Exhibit 3 as it applies to the date on which the Effective Time actually occurs.
Sample 1
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Conversion of Outstanding Capital Stock. At and as of the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Buyer Merger Sub, the Company or the Stockholders: (a) Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time (except as provided in Sections 1.7(c) or 1.7(d) below) shall be converted into the right to receive, payable to the holder thereof: (i) the Per Share CSE Closing Merger Consideration less such share’s Pro Rata Share of each of the Net Asset Escrow Deposit, the Indemnification Escrow Deposit and the Stockholders’ Representative Expense Holdback Amount, paid in the manner provided in Section 1.10(a); and (ii) the per share amount (allocated on a Pro Rata Share basis) of: (a) any Post-Closing Adjustment Payments that become payable to the Stockholders in accordance with Section 1.16; (b) any portion of the Net Asset Escrow Deposit that becomes releasable to the Stockholders in accordance with Section 1.16 and the Escrow Agreement, (c) any portion of the Indemnification Escrow Deposit that becomes releasable to the Stockholders in accordance with Section 6.5 and the Escrow Agreement, and (d) any portion of the Stockholders’ Representative Expense Holdback Amount that becomes releasable in accordance with Section 1.19. (b) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (except as provided in Sections 1.7(c) or 1.7(d) below) shall be converted into the right to receive, payable to the holder thereof: (i) the Per Share CSE Closing Merger Consideration less such share’s Pro Rata Share of each of the Net Asset Escrow Deposit, the Indemnification Escrow Deposit and the Stockholders’ Representative Expense Holdback Amount, paid in the manner provided in Section 1.10(a); and (ii) the per share amount (allocated on a Pro Rata Share basis) of: (a) any Post-Closing Adjustment Payments that become payable to the Stockholders in accordance with Section 1.16; (b) any portion of the Net Asset Escrow Deposit that becomes releasable to the Stockholders in accordance with Section 1.16 and the Escrow Agreement, (c) any portion of the Indemnification Escrow Deposit that becomes releasable to the Stockholders in accordance with Section 6.5 and the Escrow Agreement, and (d) any portion of the Stockholders’ Representative Expense Holdback Amount that becomes releasable in accordance with Section 1.19. Except as otherwise provided in Section 1.7(c), all shares of Capital Stock outstanding immedi...
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Conversion of Outstanding Capital Stock 
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Related to Conversion of Outstanding Capital Stock

  • Authorized and Outstanding Capital Stock As of the date hereof, the authorized capital stock of the Company consists of (A) 900,000,000 shares of Common Stock, of which, 135,237,584 are issued and outstanding and no shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common Stock and (B) 100,000 shares of Preferred Stock, none of which are issued and outstanding. 764,762,416 shares of Common Stock are held in the treasury of the Company.

  • Conversion of Company Capital Stock Subject to Section 3.2 and Section 3.3, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1.

  • Conversion into the Borrower's Common Stock (a) The Holder shall have the right from and after the issuance of this Note and then at any time until this Note is fully paid, to convert any outstanding and unpaid principal portion of this Note, and/or at the Holder's election with the Company's consent, the interest accrued on the Note, (the date of giving of such notice of conversion being a "Conversion Date") into fully paid and nonassessable shares of common stock of Borrower as such stock exists on the date of issuance of this Note, or any shares of capital stock of Borrower into which such stock shall hereafter be changed or reclassified (the "Common Stock") at the conversion price as defined in Section 2.1(b) hereof (the "Conversion Price"), determined as provided herein. Upon delivery to the Company of a Notice of Conversion as described in Section 9 of the subscription agreement entered into between the Company and Holder relating to this Note (the "Subscription Agreement") of the Holder's written request for conversion, Borrower shall issue and deliver to the Holder within three business days from the Conversion Date that number of shares of Common Stock for the portion of the Note converted in accordance with the foregoing. At the election of the Holder, the Company will deliver accrued but unpaid interest on the Note through the Conversion Date directly to the Holder on or before the Delivery Date (as defined in the Subscription Agreement). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal of the Note to be converted and interest, if any, by the Conversion Price. (b) Subject to adjustment as provided in Section 2.1(c) hereof, the Conversion Price per share shall be the lower of (i) eighty- five percent (85%) of the average of the three lowest closing prices for the Common Stock on the NASD OTC Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System, American Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock, the "Principal Market"), or if not then trading on a Principal Market, such other principal market or exchange where the Common Stock is listed or traded for the thirty (30) trading days prior to but not including the Closing Date (as defined in the Subscription Agreement) in connection with which this Note is issued ("Maximum Base Price"); or (ii) eighty-five percent (85%) percent of the average of the three lowest closing prices for the Common Stock on the Principal Market, or on any securities exchange or other securities market on which the Common Stock is then being listed or traded, for the thirty (30) trading days prior to but not including the Conversion Date. (c) The Maximum Base Price described in Section 2.1(b)(i) above and number and kind of shares or other securities to be issued upon conversion determined pursuant to Section 2.1(a) and 2.1(b), shall be subject to adjustment from time to time upon the happening of certain events while this conversion right remains outstanding, as follows:

  • Conversion and Continuation of Outstanding Advances Floating Rate Advances shall continue as Floating Rate Advances unless and until such Floating Rate Advances are converted into Eurodollar Advances pursuant to this Section 2.9 or are repaid in accordance with Section 2.2 or 2.7. Each Eurodollar Advance shall continue as a Eurodollar Advance until the end of the then applicable Interest Period therefor, at which time such Eurodollar Advance shall be automatically converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or was repaid in accordance with Section 2.2 or 2.7 or (y) the Company shall have given the Agent a Conversion/Continuation Notice (as defined below) requesting that, at the end of such Interest Period, such Eurodollar Advance continue as a Eurodollar Advance for the same or another Interest Period. Subject to the terms of Section 2.6, the Company may elect from time to time to convert all or any part of a Floating Rate Advance into a Eurodollar Advance. The Company shall give the Agent irrevocable notice (a “Conversion/Continuation Notice”) of each conversion of a Floating Rate Advance into a Eurodollar Advance or continuation of a Eurodollar Advance not later than 12:00 noon (New York City time) at least three Business Days prior to the date of the requested conversion or continuation, specifying: (i) the requested date, which shall be a Business Day, of such conversion or continuation; (ii) the aggregate amount and Type of the Advance which is to be converted or continued; and (iii) the amount of the Advance which is to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto; provided that no Advance may be continued as, or converted into, a Eurodollar Advance if (x) such continuation or conversion would violate any provision of this Agreement or (y) a Default or Event of Default exists.

  • Authorized Capital Stock Except as disclosed in or contemplated by the Confidential Private Placement Memorandum dated January 17, 2001 prepared by the Company, including all Exhibits (except Exhibit G), supplements and amendments thereto (the "Private Placement Memorandum"), the Company had authorized and outstanding capital stock as set forth under the heading "Capitalization" in the Private Placement Memorandum as of the date set forth therein; the issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, were not issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities, and conform in all material respects to the description thereof contained in the Private Placement Memorandum. Except as disclosed in or contemplated by the Private Placement Memorandum (including the issuance of options under the Company's 1996 Stock Incentive Plan and the issuance of shares of Common Stock pursuant to the Company's Employee Stock Purchase Plan after September 30, 1998), the Company does not have outstanding any options to purchase, or any preemptive rights or other rights to subscribe for or to purchase, any securities or obligations convertible into, or any contracts or commitments to issue or sell, shares of its capital stock, any shares of capital stock of any subsidiary or any such options, rights, convertible securities or obligations. The description of the Company's stock, stock bonus and other stock plans or arrangements and the options or other rights granted and exercised thereunder, set forth in the Private Placement Memorandum accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

  • Exchange in Lieu of Conversion (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

  • Certain Conversions Deemed Payment For the purposes of this Article only, (1) the issuance and delivery of junior securities upon conversion of Securities in accordance with Article Thirteen shall not be deemed to constitute a payment or distribution on account of the principal of or premium or interest on Securities or on account of the purchase or other acquisition of Securities, and (2) the payment, issuance or delivery of cash, property or securities (other than junior securities) upon conversion of a Security shall be deemed to constitute payment on account of the principal of such Security. For the purposes of this Section, the term "

  • Availability of Preferred Shares The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued Preferred Shares or any Preferred Shares held in its treasury, the number of Preferred Shares that will be sufficient to permit the exercise in full of all outstanding Rights in accordance with Section 7. The Company covenants and agrees that it will take all such action as may be necessary to ensure that all Preferred Shares delivered upon exercise of Rights shall, at the time of delivery of the certificates for such Preferred Shares (subject to payment of the Purchase Price), be duly and validly authorized and issued and fully paid and nonassessable shares. The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the issuance or delivery of the Right Certificates or of any Preferred Shares upon the exercise of Rights. The Company shall not, however, be required to pay any transfer tax which may be payable in respect of any transfer or delivery of Right Certificates to a person other than, or the issuance or delivery of certificates or depositary receipts for the Preferred Shares in a name other than that of, the registered holder of the Right Certificate evidencing Rights surrendered for exercise or to issue or to deliver any certificates or depositary receipts for Preferred Shares upon the exercise of any Rights until any such tax shall have been paid (any such tax being payable by the holder of such Right Certificate at the time of surrender) or until it has been established to the Company's reasonable satisfaction that no such tax is due.

  • 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.

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