CONVERSION OF SERIES A STOCK Sample Clauses

CONVERSION OF SERIES A STOCK. The Series A Stock shall be convertible into shares of the Company's common stock, par value $0.001 per share (the “Common Stock”), on the terms and conditions set forth in this Section 6 (“Conversion Rights”).:
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CONVERSION OF SERIES A STOCK. Each Stockholder hereby (i) elects and agrees to convert, pursuant to Section 4 of the Company's Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the "Certificate of Designations"), all shares of Series A Stock beneficially owned by the Stockholder into shares of Common Stock at the applicable Series A Preferred Conversion Rate (as defined in the Certificate of Designations), effective immediately prior to, and conditioned upon, the Consummation of the Offer, and waives any rights to liquidation preferences that the Stockholder would otherwise be entitled to in connection with the Offer or the Merger if the Series A Stock was not converted into Common Stock in accordance with this section, and (ii) to the extent that the Stockholders constitute holders of a majority of the outstanding Series A Stock on an as-converted basis, elects to cause all of the outstanding shares of Series A Stock to be converted into shares of Common Stock at the applicable Series A Preferred Conversion Rate, effective immediately prior to, and conditioned upon, the Consummation of the Offer. Each Stockholder acknowledges that upon election by the holders of a majority of the outstanding shares of Series A Stock to convert their shares of Series A Stock into Common Stock as contemplated by this section, all outstanding shares of Series A Stock will automatically convert into Common Stock in accordance with the automatic conversion provisions of Section 4(q) of the Certificate of Designations. By virtue of the Company being a signatory to this Agreement, the Stockholder's election to convert as provided by this section shall serve as, and the Company agrees that this section constitutes, effective notice to the Company of the Stockholder's election to convert in accordance with the Certificate of Designations. In connection with the Consummation of the Offer, the certificates representing the Series A Stock held by the Stockholder shall be deemed to represent the right to receive that number of shares of Common Stock into which the number of shares of Series A Stock evidenced by the certificate was converted at the applicable Series Preferred Conversion Rate, and in connection with the Offer, the right to receive, upon consummation of the Offer and such Stockholder's tender of the Series A Stock into the Offer, the Per Share Common Amount (as defined in the Merger Agreement) for each share of Common Stock that the Series A Stock certificat...
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CONVERSION OF SERIES A STOCK. Each share of outstanding Company’s Series A Preferred Stock, par value $0.0001 (the “Company Series A Stock”), that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger, and without further action on the part of any holder thereof, be automatically converted into the right to receive, and shall be exchangeable for (subject to Sections 1.2(f), 1.2(h), 1.2(i), 1.2(j), 1.3 and 1.10), at the Effective Time, that fraction of a fully paid and nonassessable shares of Parent common stock, $0.001 par value per share (“Parent Common Stock”) equal to the Series A Exchange Number (as defined in Section 1.2(e) below);
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CONVERSION OF SERIES A STOCK a. Shares of Series A Stock may be converted by the registered holders thereof into shares of common stock on a one for one basis at any time after December 31, 2000, provided that presentation of Series A Stock takes place prior to a call for the redemption of the Series A Stock by the Company. b. As promptly as practicable after the conversion and cancellation of the Series A Stock as provided in (a), above, the Company shall deliver, or cause to be delivered to the former holders of the Series A Stock certificates representing the number of shares of common stock issuable upon such conversion, issued in such name or names as such holder shall direct. c. The conversion rate shall be subject to adjustment from time to time as follows: (i) In case the Company shall at any time (A) pay a dividend with or make a distribution of shares of its common stock (whether shares of common stock or of capital stock of any other class) other than the 2-for-1 forward split in the form of a 100% stock dividend paid to shareholders of record on Xxxxx 0, 0000, (X) subdivide or reclassify its outstanding shares of common -5-
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CONVERSION OF SERIES A STOCK. Simultaneously with the execution and -------------------------------- delivery of this Agreement, and subject to the other terms hereof, NCEY will issue and cause to be registered in Xxxxx'x name 1,100,000 shares of Common Stock, $.001 par value per share (the "Common Stock"). Such shares of Common Stock shall be evidenced by 22 certificates, each representing 50,000 shares of Common Stock and shall be fully paid and non-assessable shares of the capital stock of NCEY. The Parties acknowledge and agree for all purposes that the Common Stock so issued has been issued solely in exchange for the 5,000 shares Series A Stock, that no additional consideration has been given or received therefor, and that no person has been or will be paid any compensation for or in connection with the exchange of the Series A Stock for the Common Stock. The Parties additionally agree that after the 5,000 shares of Series A Stock are exchanged for the 1,100,00 shares of Common Stock, that Xxxxx will have no further rights in connection with any Series A Stock.
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Related to CONVERSION OF SERIES A 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 Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, Company or the holder of any of the following securities:

  • Conversion of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Optional Redemption of Preferred Stock for Cash Whenever the Company shall elect to redeem shares of deposited Preferred Stock for cash in accordance with the provisions of the Articles of Amendment, it shall (unless otherwise agreed in writing with the Depositary) give the Depositary not less than 30 days’ prior written notice of the date of such proposed redemption and of the number of such shares of Preferred Stock held by the Depositary to be redeemed and the applicable redemption price, as set forth in the Articles of Amendment, including the amount, if any, of accrued and unpaid dividends thereon to and including the date fixed for redemption. The Depositary shall mail, first-class postage prepaid, notice of the redemption of Preferred Stock and the proposed simultaneous redemption of the Depositary Shares representing the Preferred Stock to be redeemed, not less than 30 nor more than 60 days prior to the date fixed for redemption of such Preferred Stock and Depositary Shares (the “redemption date”), to the record holders of the Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of such holders as the same appear on the records of the Depositary; provided that if the Depositary Shares are held in the form of Global Registered Receipts through the Global Receipt Depositary, the Company may provide such notice of redemption in any manner permitted by such Global Receipt Depositary. No failure to give such notice or any defect thereto or in the mailing thereof shall affect the sufficiency of notice or validity of the proceedings for redemption except as to a holder to whom notice was defective or not given. A redemption notice which has been mailed in the manner provided herein shall be conclusively presumed to have been duly given on the date mailed whether or not the holder received the redemption notice. The Company shall provide the Depositary with such notice, and each such notice shall state: the redemption date; the redemption price and accrued and unpaid dividends payable on the redemption date; the number of shares of deposited Preferred Stock and Depositary Shares to be redeemed; if fewer than all the Depositary Shares held by any holder are to be redeemed, the number of such Depositary Shares held by such holder to be so redeemed; the place or places where Receipts evidencing the Depositary Shares to be redeemed are to be surrendered for payment of the redemption price and accrued and unpaid dividends payable on the redemption date; and that from and after the redemption date dividends in respect of the Preferred Stock represented by the Depositary Shares to be redeemed will cease to accrue. If fewer than all of the outstanding Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall be redeemed pro rata (as nearly as may be practicable without creating fractional Depositary Shares) or by any other equitable method determined by the Company. In the event that notice of redemption has been made as described in the immediately preceding paragraph and the Company shall then have paid or caused to be paid in full to the Depositary the redemption price (determined pursuant to the Articles of Amendment) of the Preferred Stock deposited with the Depositary to be redeemed (including any accrued and unpaid dividends to and including the redemption date), the Depositary shall redeem the number of Depositary Shares representing such Preferred Stock so called for redemption by the Company and from and after the redemption date (unless the Company shall have failed to pay for the shares of Preferred Stock to be redeemed by it as set forth in the Company’s notice provided for in the preceding paragraph), all dividends in respect of the shares of Preferred Stock called for redemption shall cease to accrue, the Depositary Shares called for redemption shall be deemed no longer to be outstanding and all rights of the holders of Receipts evidencing such Depositary Shares (except the right to receive the redemption price plus all accrued and unpaid dividends to and including the redemption date) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for transfer, if the Depositary or applicable law shall so require), such Depositary Shares shall be redeemed at a redemption price of $ per Depositary Share plus all accrued and unpaid dividends to and including the redemption date. The foregoing shall be further subject to the terms and conditions of the Articles of Amendment. In the event of any conflict between the provisions of this Deposit Agreement and the provisions of the Articles of Amendment, the provisions of the Articles of Amendment will govern and the Company will instruct the Depositary accordingly. If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption, the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary, together with payment of the redemption price for and all other amounts payable in respect of the Depositary Shares called for redemption, a new Receipt evidencing such holder’s Depositary Shares evidenced by such prior Receipt that are not called for redemption. The Company acknowledges that the bank accounts maintained by the Depositary in connection with the performance of the services described herein will be in the name of the Depositary and that the Depositary may receive investment earnings in connection with the investment at the Depositary’s risk and for its benefit of funds held in those accounts from time to time.

  • Conversion of Convertible Note Subject to Section 5 hereof, the Holder shall have the right, at its option, at any time from and after the date of this Convertible Note to convert into Common Stock of the Company. This Convertible Note shall be convertible into that number of fully paid and nonassessable shares of Common Stock (as such shares shall then be constituted) determined pursuant to this Section 4.1. The number of shares of Common Stock to be issued upon each conversion of this Convertible Note shall be determined by dividing the Conversion Amount (as defined below) by the Conversion Price in effect on the date (the "Conversion Date") a Notice of Conversion is delivered to the Company, as applicable, by the Holder by facsimile or other reasonable means of communication dispatched prior to 5:00 p.m., E.S.T. The term "Conversion Amount" means, with respect to any conversion of this Convertible Note, the sum of (1) the principal amount of this Convertible Note to be converted in such conversion plus (2) accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Convertible Note to the Conversion Date plus (3) Default Interest, if any, on the interest referred to in the immediately preceding clause (2) plus (4) at the Holder's option, any amounts owed to the Holder pursuant to Section 4.3 hereof, Section 10.1 of the Agreement or Section 10.4 of the Agreement.

  • 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.

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

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

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