Conversion of Series A Preferred Stock. In addition to the consideration contemplated by Section 1.11(f), each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than a Dissenting Share) will be converted into and represent the right to receive a portion of the Total Final Merger Consideration Amount in cash and Buyer Stock with a value equal to the Series A Preference Amount in the combination of cash and Buyer Stock contemplated by Section 1.11(e) below.
Conversion of Series A Preferred Stock. Each share of Series A Preferred Stock (each, a “Preferred Share” and collectively, the “Preferred Shares”) issued and outstanding immediately prior to the Effective Time, other than Preferred Shares irrevocably accepted for payment in the Offer or Dissenting Shares, shall be converted automatically into the right to receive the Preferred Offer Price ( the “Series A Preferred Stock Consideration”), in either case, payable net to the holder in cash, without interest, subject to any withholding of Taxes required by applicable Law as provided in Section 2.5, upon surrender of the Certificates or Book-Entry Shares in accordance with Section 2.2. As of the Effective Time, all such Preferred Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter represent only the right to receive the Series A Preferred Stock Consideration to be paid in accordance with Section 2.2.
Conversion of Series A Preferred Stock. Each issued and outstanding share (the "Preferred Shares") of Series A Redeemable Non-Voting Convertible Preferred Stock, par value $0.001 (the "Series A Preferred Stock"), other than Dissenting Shares, shall be converted into the right to receive the Liquidation Preference (as defined in the Company Certificate) payable to the holder thereof in cash, without interest (the "Preferred Stock Merger Consideration" and, together with the Common Stock Merger Consideration, the "Merger Consideration"). From and after the Effective Time, all such Preferred Shares shall no longer be outstanding and shall automatically be cancelled 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 Preferred Stock Merger Consideration therefor upon the surrender of such certificate to the Company, without interest thereon. Upon surrender of such certificate for cancellation to the Company, the holder of such certificate shall be entitled to receive in exchange therefor the Preferred Stock Merger Consideration for each Preferred Share formerly represented by such certificate and the certificate so surrendered shall forthwith be cancelled. The Company shall provide all holders of Series A Preferred Stock with the notice required by the Certificate of Designations, Preferences and Rights of the Series A Preferred Stock attached as Exhibit A to the Company Certificate.
Conversion of Series A Preferred Stock. Subject to Section 1(e), each Security Holder that holds Series A Preferred hereby irrevocably elects, consents and agrees (i) to convert each share of Series A Preferred that it holds into shares of Common Stock pursuant to and in accordance with Section 5(b)(ii) of the Certificate of Designations, Powers, Preferences and Rights of the Series A Convertible Preferred Stock (the “Series A Certificate”), effective as of the Expiration Date, provided, that on such Expiration Date Merger Sub accepts for payment all Shares validly tendered and not withdrawn pursuant to the Offer (together with the additional conversion of Series A Preferred Stock contemplated by Section 1(c) below, the “Series A Conversion”) and (ii) that, pursuant to Section 4(d) of the Series A Certificate, the transactions contemplated by the Merger Agreement (including the Offer and the Merger) shall not be treated as a liquidation, dissolution or winding up within the meaning of Section 4 of the Series A Certificate. The number of shares of Common Stock issuable upon the Series A Conversion to each holder of Series A Preferred Stock on the date hereof is set forth next to each such holder’s name on Schedule I hereto. In accordance with Section 5(b)(ii) of the Series A Certificate, the Company agrees to pay the holders of Series A Preferred the accrued and unpaid dividends through the date of conversion, if any, on the Series A Preferred in cash on the Expiration Date. The Company and the holders of the Series A Preferred hereby agree that this Agreement shall be deemed an effective Notice of Conversion (as defined in the Series A Certificate) and the delivery of Certificates (as defined below) representing the Series A Preferred to the Company concurrently with the execution and delivery of this Agreement shall be deemed to satisfy any and all obligations of the holders thereof under Section 5(c) of the Series A Certificate with respect to such conversion, and no further action on the part of the holders thereof shall be required. Each of the Company and the holders of the Series A Preferred hereby waive any and all provisions of the Series A Certificate regarding the requirements and mechanics of such conversion, including without limitation, the holders’ of Series A Preferred right to receive notice and the requirement of the Company to deliver certificates representing the shares of Common Stock issuable upon conversion thereof, and instead shall only be entitled to receive the Offer Pr...
Conversion of Series A Preferred Stock. Immediately prior to the Effective Time, each share of Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time will, in connection with the Merger and without the need for any further action on the part of Acquirer, Sub, Company or the holder thereof, be cancelled and deemed converted into one share of Company Common Stock immediately prior to the Effective Time pursuant to Section 4.1.1 of Article Fourth of Company’s Certificate of Incorporation, as may be amended from time to time (the “Conversion”).
Conversion of Series A Preferred Stock. All shares of Series A Preferred Stock shall be convertible to Common Stock as follows:
Conversion of Series A Preferred Stock. Each Company Preferred Share that is outstanding, at the Effective Time, as set forth on Schedule A, shall automatically be cancelled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive Acquisition Shares in the amounts set forth on Schedule A. All such Company Preferred Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled 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. Without limiting the generality of the foregoing, each Company Shareholder who is entitled to receive more than 2.49% of the Parent’s Common Stock may instead receive up to all of such Common Stock in the form of the Parent’s Series C Preferred Stock as set forth on Schedule A.
Conversion of Series A Preferred Stock. Should all of the Company's -------------------------------------- Series A Preferred Stock be, or if outstanding would be, at any time prior to the expiration of this Warrant or any portion thereof, converted into shares of the Company's Common Stock in accordance with Section 6 of the Certificate setting forth the rights, privileges and preferences of the Series A Preferred Stock, then this Warrant shall become exercisable for that number of shares of the Company's Common Stock equal to the number of shares of the Common Stock which would have been received if this Warrant had been exercised in full and the Series A Preferred Stock received thereupon had been simultaneously converted immediately prior to such event, and the Exercise Price shall be immediately adjusted to equal the quotient obtained by dividing (x) the aggregate Exercise Price of the maximum number of shares of Series A Preferred Stock for which this Warrant was exercisable immediately prior to such conversion or redemption, by (y) the number of shares of Common Stock for which this Warrant is exercisable immediately after such conversion or redemption.
Conversion of Series A Preferred Stock. In the event that all outstanding shares of Series A Preferred Stock are converted to Common Stock, or any other security, in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation, this Warrant shall become exercisable for Common Stock or such other security.
Conversion of Series A Preferred Stock. At the Effective Time, each share of Series A Preferred Stock outstanding immediately prior to the Effective Time shall, except as otherwise provided in clause (b) above, automatically and without any action on the part of the holder thereof, cease to be outstanding and be converted into .759 of a share of Series A Cumulative Convertible Preferred Stock, par value $.01 per share (the "CAMDEN PREFERRED STOCK" and, together with the Camden Common Stock, the "CAMDEN SHARES"), of Camden (the "PREFERRED STOCK EXCHANGE RATIO" and, together with the Common Stock Exchange Ratio, the "EXCHANGE RATIO"). The terms of the Camden Preferred Stock shall be the same as the terms of the Series A Preferred Stock; provided, however, that the Camden Preferred Stock shall have such voting rights as the parties shall reasonably agree are necessary in order to insure that the Merger constitutes a reorganization within the meaning of Section 368(a) of the Code; provided, further, that the cumulative cash dividends payable in amount per share shall equal the greater of (i) $.7411 per quarter or (ii) the cash dividends paid or payable on a number of shares of Camden Common Stock equal to the number of shares of Camden Common Stock into which a share of Camden Preferred Stock is convertible, and shares of Camden Preferred Stock shall be convertible into shares of Camden Stock at a conversion price of $32.4638 per share of Camden Common Stock, subject to certain adjustments.
