Conversion of Parent Preferred Stock Sample Clauses

Conversion of Parent Preferred Stock. Subject to, and simultaneously with, the consummation of the Merger and the transactions contemplated by the Securities Purchase and Exchange Agreement, the Stockholder agrees to convert into Parent Common Stock in accordance with the Certificate of Incorporation of Parent all outstanding shares of Parent Preferred Stock owned of record or beneficially by it immediately
Sample 1Sample 2
AutoNDA by SimpleDocs
Conversion of Parent Preferred Stock. Stockholder hereby agrees that all shares of Series A Preferred Stock and/or shares of Series A-1 Preferred Stock held by such Stockholder shall automatically, and without any further action by the Stockholder, convert into Parent Shares, immediately prior to, and contingent upon the occurrence of, the Effective Time, in accordance with, and pursuant to the terms of, Section 5 of the Certificate of Designation, Preferences and Rights of Series A Preferred Stock or Section 5 of the Certificate of Designation, Preferences and Rights of Series A-1 Preferred Stock, as applicable. In exchange for Stockholder agreeing to convert its shares of Series A Preferred Stock and/or shares of Series A1 Preferred Stock, Parent hereby agrees, in connection with the Spinoff, to cause the Parent California Subsidiary to issue to Stockholder (in addition to any other equity of Parent California Subsidiary that Stockholder might be entitled to receive on other Parent securities owned by Stockholder) newly issues shares of preferred stock of the Parent California Subsidiary (instead of shares of common stock of the Parent California Subsidiary) that will have substantially the same rights and preferences as the shares of Series A Preferred Stock (the “California Preferred Shares”). The California Preferred Shares will represent a percentage of the fully-diluted common stock of the Parent California Subsidiary that is equal to the percentage of the outstanding preferred stock and common stock of Parent represented by all shares of Series A Preferred Stock and/or shares of Series A-1 Preferred Stock held by such Stockholder prior to the conversion provided for herein. In addition, Parent will take all actions reasonably necessary to permit the Stockholder to exchange their 2018 Warrants into warrants to purchase shares of common stock of the Parent California Subsidiary prior to the Effective Time using the same exchange ratio utilized for the issuance of the California Preferred Shares and with the same exercise price as applicable to the 2018 Warrants (as adjusted for the exchange ratio utilized for the issuance of the California Preferred Shares).] (Signature Page Follows)
Sample 1
Conversion of Parent Preferred Stock. Parent shall use its reasonable best efforts to cause, at or prior to the Effective Time, each outstanding share of Parent Preferred Stock to be redeemed or otherwise converted into or exchanged for Parent Common Stock.
Sample 1
Conversion of Parent Preferred Stock. Parent shall use commercially reasonable effort to cause its outstanding shares of Series B Preferred Stock to be converted into shares of Parent Common Stock prior to the Closing.
Sample 1

Related to Conversion of Parent Preferred 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.

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

  • 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 Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities:

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

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

  • 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 Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

Time is Money Join Law Insider Premium to draft better contracts faster.