Conversion of Outstanding Shares Sample Clauses

Conversion of Outstanding Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each share of common stock of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. Each stock certificate of Merger Subsidiary evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the Surviving Corporation. (b) Except as set forth in Section 2.6(g), each share of Series B-2 Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B-2 Share” and collectively, the “Outstanding B-2 Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B-2 Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-2 Shares held by such Stockholder shall be rounded to the nearest cent and computed after aggregating cash amounts for all Outstanding B-2 Shares held by such Stockholder. (c) Except as set forth in Section 2.6(g), each share of Series B-1 Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding B-1 Share” and collectively, the “Outstanding B-1 Shares”) (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.12, 2.13 and 2.14 and ARTICLE X, an amount of cash (without interest) equal to the Series B-1 Cash Amount Per Share and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of cash each Stockholder is entitled to receive for the Outstanding B-1 Shares held by such Stockholder shall be rounded to the nearest cent an...

Conversion of Outstanding Shares. (a) From and after the Effective Time, each share of common stock of MSGI ("MSGI Stock") outstanding immediately prior to the Effective Time, except shares held by MSGI in treasury and shares with respect to which appraisal rights have been properly exercised in accordance with the DGCL, shall, by virtue of the Merger and without any action on the part of MSGI, Santa Lucia or any holder thereof, cease to exist and be converted into and become 55,305 shares of common stock of the Surviving Corporation, $.001 par value per share ("Surviving Corporation Stock"). The consideration referred to above, together with any cash payments in lieu of fractional shares as provided herein, is hereinafter referred to as the "Merger Consideration." The stock certificates representing the Surviving Corporation Stock issued to the Shareholders of MSGI shall bear the following, or a similar, restrictive legend: The shares represented by this certificate have not been registered under the Securities Act of 1933. The shares have been acquired for investment and may not be offered, sold or otherwise transferred in the absence of an effective Registration Statement for the shares under the Securities Act of 1933 or a prior opinion of counsel, satisfactory to the issuer, that registration is not required under the Act. (b) Each share of capital stock of Santa Lucia ("Santa Lucia Stock") outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to exist and be converted into one share of the Surviving Corporation Stock, $.01 par value per share. (c) No fractional shares of Surviving Corporation Stock shall be issued pursuant to the Merger and no holder of MSGI Stock of Santa Lucia Stock immediately prior to the Effective Time shall, by reason of such ownership, be entitled to any rights or privileges pertaining to any fraction of any share of Surviving Corporation Stock. Any person (as hereinafter defined) who, by reason of the ownership of MSGI Stock or Santa Lucia Stock, shall be entitled, but for the provisions of this Section, to receive a fractional share of Surviving Corporation Stock, shall be entitled to receive a fractional share of Surviving Corporation an amount in cash equal to the fractional interest multiplied by the fair market value of the Surviving Corporation Stock at the Effective Time. The Surviving Corporation will pay the respective amounts to the persons entitled thereto ...

Conversion of Outstanding Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any party: (a) Each share of common stock, par value $0.0001 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one share of common stock, par value $0.0001 per share, of the Surviving Corporation, so that, after the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation’s common stock. (b) Each share of Preferred Stock outstanding immediately prior to the Effective Time (each, an “Outstanding Preferred Share” and collectively, the “Outstanding Preferred Shares”) (i) shall automatically be converted into the right to receive payments in the amount(s) and in the manner set forth in this Article II and Section 10.5(b), if any, and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall be entitled to only such rights as are set forth in Section 2.9. (c) Each share of Common Stock outstanding immediately prior to the Effective Time (each, an “Outstanding Common Share” and collectively, the “Outstanding Common Shares”) (i) shall be converted into the right to receive payments in the amount(s) and in the manner set forth in this Article II and Section 10.5(b), if any, and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall be entitled to only such rights as are set forth in Section 2.9. (d) Each share of Common Stock and Preferred Stock held in the treasury of the Company, if any, immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.

Conversion of Outstanding Shares. Each one (1) share of Sino Pharmaceuticals Common Stock that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Acquisition of Sino Pharmaceuticals by SinoPharm, at the Effective Time, and without any further action on the part of either Sino Pharmaceuticals and SinoPharm or any holder of outstanding Common Stock, be cancelled and extinguished and automatically converted into one (1) share of validly issued, fully paid and nonassessable SinoPharm common stock, contingent only upon approval of the Acquisition by the Sino Pharmaceuticals shareholders. At the close of the conversion, the former shareholders of Sino Pharmaceuticals shall hold 100% of the issued and outstanding common stock of SinoPharm.

Conversion of Outstanding Shares. Each share (a "Share") of Company Common Stock issued and outstanding at the Effective Time (other than shares held directly or indirectly by Parent, other than shares held in a fiduciary or agency capacity or in satisfaction of a debt previously contracted), shall be converted, subject to Section 1.2(c), into the right to receive 1.303 shares (the "Exchange Ratio") of validly issued, fully paid and nonassessable shares ("Parent Shares") of the common stock, without par value, of Parent (the "Parent Common Stock"). Each share of Parent Common Stock issued and outstanding at the Effective Time shall remain issued and outstanding. The aggregate number of Parent Shares that shall be issued in the Merger, subject to Section 1.2(b), shall be referred to herein as the "Stock Amount."

Conversion of Outstanding Shares. Each issued and outstanding -------------------------------- share of Company Common Stock, other than Shares to be canceled in accordance with Section 2.1(b) hereof and any Dissenting Shares (as defined in Section 2.3 hereof), shall be converted into the right to receive the Offer Price in cash, without interest (the "Merger Consideration"), payable to the holder thereof upon surrender of the certificate formerly representing such share of Company Common Stock in the manner provided in Section 2.2 hereof. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.2 hereof, without interest.

Conversion of Outstanding Shares. Each share (a "Share") of Company Common Stock issued and outstanding at the Effective Time (other than shares held directly or indirectly by Parent, other than shares held in a fiduciary or agency capacity or in satisfaction of a debt previously contracted), shall be converted, subject to Sections 1.2(b) and 1.2(e), into the right to receive 1.489 shares (the "Exchange Ratio") of validly issued, fully paid and nonassessable shares ("Parent Shares") of the common stock, without par value, of Parent (the "Parent Common Stock"). The aggregate number of Parent Shares that shall be issued in the Merger, subject to Section 1.2(b), shall be referred to herein as the "Stock Amount."

Conversion of Outstanding Shares. Upon the Effective Date and by virtue of the Merger and without any action on the part of the holders thereof, each issued and outstanding share of common stock of Phoenix Metals-Colorado shall be immediately canceled and converted into one share of common stock of Phoenix Metals-Nevada. There are no issued and outstanding shares of preferred stock of Phoenix Metals-Colorado. Outstanding stock 2 certificates representing shares of common stock of Phoenix Metals-Colorado shall thenceforth represent the same number of shares of common stock of Phoenix Metals-Nevada, and the holder thereof shall be entitled to precisely the same rights as a holder of certificates issued by Phoenix Metals-Nevada. Upon the surrender to Phoenix Metals-Nevada of any stock certificate representing shares of common stock of Phoenix Metals-Colorado, the holder or transferee of the holder of such surrendered certificates shall receive in exchange therefor a certificate or certificates representing the same number of shares of common stock of Phoenix-Metals-Nevada. 7.

Conversion of Outstanding Shares. (a) Subject to the provisions hereof, at the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, the shares of INTERMAT Common Stock issued and outstanding immediately prior to the Effective Time shall convert into the right to receive (x) promissory notes of Merger Sub (the "Guaranteed Term Notes") in the aggregate principal amount of $10,800,000 substantially in the form of Exhibit B-1 hereto which Guaranteed Term Notes will be guaranteed by SDI pursuant to guarantees thereon, (y) 625,000 fully paid and nonassessable shares of SDI Common Stock (the "Stock Consideration") and (z) a promissory notes of Merger Sub (the "Merger Sub Notes") in the aggregate principal amount of $1,400,000 substantially in the form of Exhibit B hereto, which Merger Sub Notes will be guaranteed by SDI pursuant to guarantees (the "SDI Guarantees") substantially in the form of Exhibit C hereto (the Guaranteed Term Notes, the Merger Sub Notes and the SDI Guarantees are collectively referred to as the "Debt Consideration," and together with the Stock Consideration, the "Merger Consideration"). The Merger Consideration shall be allocated among the Stockholders in the manner set forth on Schedule 2.02(a). (b) At such time as each Stockholder delivers its shares of INTERMAT Common Stock in accordance with Section 2.06, pursuant to the Escrow Agreement substantially in the form of Exhibit D hereto (the "Escrow Agreement") by and among SDI, the Stockholders and Texas Commerce Bank National Association, as Escrow Agent (the "Escrow Agent"), SDI shall deliver to the Escrow Agent 300,000 shares of SDI Common Stock on behalf of the Stockholders in the respective amounts set forth on Schedule 2.02(b) hereto (the "Escrow Amount"). The Escrow Amount shall be held by the Escrow Agent subject to the terms and conditions of the Escrow Agreement.

Conversion of Outstanding Shares. At and as of the Effective Time, by virtue of the Merger and without any action on the part of the Company, Shareholder and Buyer, all of the Outstanding Shares owned by the Shareholder shall be converted into the right to receive the aggregate Merger Consideration in accordance with Section 2.3. No Outstanding Shares shall be deemed to be outstanding or to have any rights other than those set forth in this Section 2.2 after the Effective Time.