Conversion of Series B Preferred Stock. Each issued and outstanding share of Series B Preferred Stock (other than Dissenting Shares and shares to be canceled in accordance with Section 2.1(b)) shall be converted into the right to receive $1,095.3679 plus all accrued and unpaid dividends thereon through the Effective Time, in cash, without interest (the “Preferred Stock Merger Consideration,” and together with the Common Stock Merger Consideration, the “Merger Consideration”). As of the Effective Time, dividends shall cease to accrue on all such shares of Series B Preferred Stock, all such shares of Series B Preferred Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Series B Preferred Stock (each, a “Series B Preferred Stock Certificate” ) shall cease to have any rights with respect to such securities, except the right to receive the Preferred Stock Merger Consideration to be paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(b), without interest.
Conversion of Series B Preferred Stock. On and as of the date hereof, each of the undersigned holders of Series B Preferred Stock will convert (i) all outstanding accrued dividends on the Series B Preferred Stock held by such person and (ii) all of the shares of Series B Preferred Stock held by such person, into shares of Common Stock in accordance with the certificate of designations for the Series B Preferred Stock. Notwithstanding such conversions, the Series B Warrants shall remain in full force and effect. The holders of the shares of Common Stock into which the Series B Preferred Stock was converted and of the Series B Warrants shall have the same registration rights as such holders had under the agreement dated June 7, 1996 between the Company and such holders with respect to the shares of Common Stock into which the Series B Preferred Stock was converted and the shares of Common Stock for which the Series B Warrants are exercisable.
Conversion of Series B Preferred Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders of shares of Series B Preferred Stock (as defined herein), each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time and held by an Accredited Stockholder (each a “Qualifying Share of Series B Preferred Stock”), other than Dissenting Shares, will convert automatically into the right to receive a number of validly issued, fully paid and non assessable shares of MIT Holdings Common Stock, as determined pursuant to the Series B Preferred Stock Exchange Ratio (as defined herein).
Conversion of Series B Preferred Stock. Subject to Section 1(e), each Security Holder that holds Series B Preferred hereby irrevocably elects, consents and agrees (i) to convert each share of Series B 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 B Convertible Preferred Stock (the “Series B 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 (the “Series B Conversion” and together with the Series A Conversion, the “Stock Conversion”) and (ii) that, pursuant to Section 4(d) of the Series B 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 B Certificate. The number of shares of Common Stock issuable to each such holder of Series B Preferred upon the conversion described in the immediately preceding sentence is set forth next to each such holder’s name on Schedule I hereto. In accordance with Section 5(b)(ii) of the Series B Certificate, the Company agrees to pay the holders of Series B Preferred the accrued and unpaid dividends through the date of conversion, if any, on the Series B Preferred in cash on the Expiration Date. The Company and the holders of the Series B Preferred Stock hereby agree that this Agreement shall be deemed an effective Notice of Conversion (as defined in the Series B Certificate) and the delivery of Certificates (as defined below) representing the Series B 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 B 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 B Preferred hereby waive any and all provisions of the Series B Certificate regarding the requirements and mechanics of such conversion, including without limitation, the holders’ of Series B Preferred right to receive notice and the requirement of the Company to deliver of certificates representing the shares of Common Stock issuable upon conversion thereof, and instead shall only be entitled to receive the Offer Price per sh...
Conversion of Series B Preferred Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof or any party hereto, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held in the Company's treasury or by any of the Subsidiaries and (ii) Dissenting Series B Preferred Shares) shall be canceled and converted into the right to receive the Series B Preferred Stock Consideration, payable in cash to the holder thereof at the various times set forth herein, without interest thereon, upon surrender of the Certificate formerly representing such share, all in accordance with the Closing Date Certificate and Sections 2.7 and 2.9.
Conversion of Series B Preferred Stock. In the event that all (but not less than all) outstanding shares of Series B Preferred Stock (other than with respect to any Holder that are prohibited from conversion as a result of the Ownership Limit (as defined below)) are converted, automatically or by action of the holders thereof, into Common Stock pursuant to the provisions of the Company’s Articles of Incorporation as then in effect, then from and after the date on which such outstanding shares of Series B Preferred Stock have been so converted, this Warrant shall be exercisable, subject to Section 11, for such number of shares of Common Stock into which the Warrant Shares would have been converted had the Warrant Shares been outstanding on the date of such conversion as provided in the Company’s Articles of Amendment as then in effect, and the Exercise Price shall equal the Exercise Price in effect as of immediately prior to such conversion divided by the number of shares of Common Stock into which one Warrant Share would have been converted on such date, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant. Within a reasonable period thereafter, the Company shall furnish to the Holder a like Warrant reflecting the foregoing and corresponding adjustments in substitution for this Warrant, but only upon receipt of this original Warrant or, if this Warrant is mutilated, lost, stolen, or destroyed, a customary and reasonable indemnity and surety bond, if requested by the Company.
Conversion of Series B Preferred Stock. In respect of all issued, outstanding and vested (as determined by the terms of the Xxxxxxx Restricted Stock Purchase Agreement) shares of Series B Preferred Stock (other than shares to be canceled in accordance with Section 3.1(b), if any, and the Dissenting Shares) held by the Series B Preferred Stockholder, all such Series B Preferred Stock in the aggregate shall be converted into the right to receive (adjusted down to the nearest whole cent) (i) cash equal to the Series B Percentage multiplied by the Estimated Residual Merger Consideration (the “Series B Merger Consideration”) and (ii) any amounts payable in respect of the Series B Preferred Stock pursuant to the Post-Closing Adjustments. Any share of Series B Preferred Stock which will not become vested as a result of the Transactions shall be automatically canceled and retired and shall cease to exist.
Conversion of Series B Preferred Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without the need for any further action on the part of Acquirer, Sub, Company or the holder thereof (except as expressly provided herein), be converted into and represent, the right to receive the Series B Revenue Amount Per Share, if, and only if, the Earnout Consideration and/or the Xxxxxx Patent Consideration payable by the Surviving Corporation to the Company Stockholders exceeds the Series C Payout Threshold. The amount of cash each Company Series B Holder is entitled to receive pursuant to this Section 2.2(c) for the shares of Series B Preferred Stock held by such Company Series B Holder shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Series B Preferred Stock held by such Company Series B Holder. The provisions of this Section 2.2(c) are subject to the provisions of Section 2.3 (regarding Dissenting Shares) and Section 2.7(d) (regarding surrender of Certificates).
Conversion of Series B Preferred Stock. Each share of OpCo Series B Preferred Stock issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares, will be converted into the right to receive one (1) Holdings Series B Preferred Unit.
Conversion of Series B Preferred Stock. Borrower will convert all Series B Preferred Stock to registered common shares of the Borrower's stock not later than December 31, 2001. The Borrower will take all necessary action to insure conversion of Series B Preferred stock to registered shares of Borrower's common stock before December 31, 2001. It is agreed that Borrower will increase the total number of common shares due (1,286,400) by 25% if conversion is not effected by March 31, 2002. After that date, penalty and shares will be an additional 15% per month, or fraction thereof, on a cumulative basis, until registered common shares are issued and delivered.
