Conversion of Parent Common Stock. All shares of Parent Common Stock that have been converted pursuant to Section 2.1(a)(i) shall be canceled automatically and shall cease to exist, and the holders of (A) certificates which immediately before the First Effective Time represented such shares (the “Parent Stock Certificates”) or (B) shares represented by book-entry (the “Parent Book-Entry Shares”) shall cease to have any rights with respect to those shares, other than the right to receive the Parent Merger Consideration in accordance with Section 2.2.
Conversion of Parent Common Stock. Except as otherwise provided herein and subject to Section 4.4, each issued and outstanding share of Parent Common Stock (other than any such shares to be cancelled pursuant to Section 4.1(b)) shall be converted into the following (the "Acquisition Merger Consideration"):
(i) for each share of Parent Common Stock with respect to which an election to receive Parent Common Stock has been effectively made and not revoked or lost, pursuant to Sections 4.3(c), (d) and (e) ("Electing Shares"), the right to receive one fully paid and nonassessable share of Parent Common Stock (a "Non-Cash Election Share"); and
(ii) for each share of Parent Common Stock (other than Electing Shares), the right to receive in cash from Parent following the Acquisition Merger an amount equal to $30 (the "Cash Election Price").
Conversion of Parent Common Stock. Except as provided in this --------------------------------- Section 2.01, each issued and outstanding share of Parent Common Stock (including the associated rights) shall be converted into one fully paid and nonassessable share of common stock of Holdco having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof as the shares of Parent Common Stock being converted, together with associated rights to purchase Holdco Series A Junior Participating Preferred Stock that are substantially equivalent to the rights pursuant to the Rights Agreement associated with the Parent Common Stock being converted (the shares of common stock and associated rights, the "Holdco Common Stock"). At or ------------------- prior to the Effective Time, Holdco shall enter into a rights agreement in substantially the form and substance of the Rights Agreement, such that each share of Holdco Common Stock issued pursuant to this Section 2.01(b) shall be issued together with associated rights to purchase Holdco Series A Junior Participating Preferred Stock that are equivalent to the current rights to purchase Series A Junior Participating Preferred Stock of Parent under the Rights Agreement.
Conversion of Parent Common Stock. (i) At the Reincorporation Effective Time, every issued and outstanding share of Parent Common Stock (other than those described in Section 2.6(g) or Section 2.11 below) shall be converted automatically into one Purchaser Class A Ordinary Share. At the Reincorporation Effective Time, all Parent Common Stock shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. The holders of certificates previously evidencing Parent Common Stock outstanding immediately prior to the Reincorporation Effective Time shall cease to have any rights with respect to such Parent Common Stock, except as provided herein or by Law. Each certificate previously evidencing Parent Common Stock shall be exchanged for a certificate representing the same number of Purchaser Class A Ordinary Shares upon the surrender of such certificate in accordance with Section 2.7.
(ii) Each certificate formerly representing Parent Common Stock (other than those described in Section 2.6(g) or Section 2.11 below) shall thereafter represent only the right to receive the same number of Purchaser Class A Ordinary Shares. Each certificate formerly representing Parent Common Stock (“Parent Dissenting Shares”) owned by holders of Parent Common Stock who have validly exercised and not effectively withdrawn or lost their appraisal rights pursuant to Delaware Law (“Parent Dissenting Shareholders”) shall thereafter represent only the right to receive the applicable payments set forth in Section 2.11, unless and until such Parent Dissenting Shareholder effectively withdraws its demand for, or loses its rights to, appraisal rights pursuant to Delaware Law with respect to any Parent Dissenting Shares.
Conversion of Parent Common Stock. (i) At the Redomestication Merger Effective Time, each issued and outstanding Parent Common Stock (other than those described in Section 2.06(c) below) shall be converted automatically into one Purchaser Ordinary Share. At the Redomestication Merger Effective Time, all Parent Common Stock shall cease to be issued and shall automatically be canceled and retired and shall cease to exist. The holders of issued Parent Common Stock immediately prior to the Redomestication Merger Effective Time, as evidenced by the Shareholder register of Parent (the “Shareholder Register”), shall cease to have any rights with respect to such Parent Common Stock, except as provided herein or by Law. Each certificate (if any) previously evidencing Parent Common Stock shall be exchanged for a certificate representing the same number of Purchaser Ordinary Shares upon the surrender of such certificate in accordance with Section 2.07.
(ii) Each holder of Parent Common Stock listed on the Shareholder Register shall thereafter have the right to receive the same number of Purchaser Ordinary Shares only.
Conversion of Parent Common Stock. Each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time of the P Merger (other than shares referred to in Section 3.1.2 hereof) shall be converted into one (1) fully paid and nonassessable share of Holdco Common Stock. As of the Effective Time of the P Merger, all such shares of Parent Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist. As of the Effective Time of the P Merger, each certificate theretofore representing such shares of Parent Common Stock, without any action on the part of Holdco, Parent or the holder thereof, shall be deemed to represent a number of shares of Holdco Common Stock equivalent to that number of shares of Parent Common Stock formerly represented by such certificate and shall cease to represent any rights in any shares of Parent Common Stock.
Conversion of Parent Common Stock. Each issued and outstanding share of Parent Common Stock, excluding shares of Parent Common Stock to be canceled pursuant to Section 2.5(c) and any Parent Redeemed Shares, will be canceled and convert automatically into the right to receive one (1) share of PubCo Common Stock.
Conversion of Parent Common Stock. At the Redomestication Effective Time, every issued and outstanding share of Parent Common Stock (other than those described in Section 2.6(e) below) shall be converted automatically into one (1) Purchaser Ordinary Share, following which all shares of Parent Common Stock shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist. The holders of certificates previously evidencing Parent Common Stock outstanding immediately prior to the Redomestication Effective Time shall cease to have any rights with respect to such Parent Common Stock, except as provided herein or by Law. Each certificate (if any) previously evidencing Parent Common Stock shall be exchanged for a certificate representing the same number of Purchaser Ordinary Shares upon the surrender of such certificate in accordance with Section 2.7. Each certificate formerly representing Parent Common Stock (other than those described in Section 2.6(e) below) shall thereafter represent only the right to receive the same number of Purchaser Ordinary Share.
Conversion of Parent Common Stock. At the Effective Time, (i) all Parent Class B Shares that are issued and outstanding as of such time shall automatically convert, on a one-to-one basis in accordance with the terms of the Parent Certificate of Incorporation, into Parent Class A Shares and (ii) all Parent Class A Shares issued and outstanding at such time (including those converted from Parent Class B Shares) shall be renamed as “Common Stock” for all purposes of the PubCo COI. For the avoidance of doubt, all Parent Class B Shares converted into Parent Class A Shares shall no longer be outstanding and shall cease to exist, and each holder of Parent Class B Shares shall thereafter cease to have any rights with respect to such securities.
Conversion of Parent Common Stock. Each share of common stock, par value $.0001, of Parent (“Parent Common Stock”) issued and outstanding immediately prior to the Effective Time will be automatically converted into one share of common stock, par value $0.0001, of Holdco (“Holdco Common Stock”) and the holders thereof shall cease to have any further rights as holders of capital stock of Parent. Immediately following the Parent Merger, each certificate that evidenced Parent Common Stock immediately prior to the Parent Merger (“Parent Certificate”) shall represent the applicable number of shares of Holdco Common Stock into which the Parent Common Stock represented thereby have been converted.
