Conversion of Series C Preferred Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders of Series C Preferred Stock (as defined herein), each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time and held by an Accredited Stockholder (each a “Qualifying Share of Series C 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 C Preferred Stock Exchange Ratio (as defined herein).
(b) Each Qualifying Share of Series C Preferred Stock shall be exchanged for a number of shares of MIT Holdings Common Stock (the “Series C Preferred Stock Exchange Ratio”) equal to the quotient of:
(i) The quotient (the “Series C Per Share Value”) of:
(A) the sum (“Series C Aggregate Value”) of the aggregate issue price of the Series C Preferred Stock of $10,745,345, plus the aggregate dividends in arrears which are payable on the Series C Preferred Stock through the Effective Time; and
(B) the number of shares of Series C Preferred Stock outstanding (including the effect of any applicable anti-dilution adjustments) at the Effective Time; and
Conversion of Series C Preferred Stock. The Company and each of the Investors hereby acknowledge and agree that the shares of Series C Preferred Stock shall not be converted in accordance with clause (ii) of Section 4(b) of the Company’s Amended and Restated Articles (providing for the conversion of all of the shares of Series C Preferred Stock upon the approval of the holders of not less than a majority of the then outstanding shares of Series C Preferred Stock), unless StarVest shall have approved such conversion.
Conversion of Series C Preferred Stock. Evidence satisfactory to the Company as to the conversion of all outstanding shares of Series C Preferred Stock into 1,000,000 shares of Buyer Common Stock.
Conversion of Series C Preferred Stock. In addition to the consideration contemplated by Section 1.11(f), each share of Series C 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 C Preference Amount in the combination of cash and Buyer Stock contemplated by Section 1.11(c) below.
Conversion of Series C Preferred Stock. Each share of OpCo Series C 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 C Preferred Unit.
Conversion of Series C Preferred Stock. All issued and outstanding shares of Series C Preferred Stock of the Parent shall have converted to shares of Parent Common Stock.
Conversion of Series C Preferred Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Series C 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 C 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 D Payout Threshold. The amount of cash each Company Series C Holder is entitled to receive pursuant to this Section 2.2(b) for the shares of Series C Preferred Stock held by such Company Series C Holder shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Series C Preferred Stock held by such Company Series C Holder. The provisions of this Section 2.2(b) are subject to the provisions of Section 2.3 (regarding Dissenting Shares) and Section 2.7(d) (regarding surrender of Certificates).
Conversion of Series C 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 C 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 C Preferred Shares) shall be canceled and converted into the right to receive the Series C 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 C Preferred Stock. In the event that all (but not less than all) outstanding shares of Series C Preferred Stock (other than with respect to any Holder that is prohibited from conversion) 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 C 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, disregarding any limitations or prohibitions on conversion thereof, 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. Notwithstanding anything to the contrary in this Warrant, the adjustments described in this Section 9(f) shall also apply to any Holder that is prohibited from conversion as if such Holder had converted such shares of Series C Preferred Stock it so owned as of the date described in the first sentence in this Section 9(f); provided, that in lieu of shares of Common Stock, such Holder will receive a warrant for a number of shares of Series C Preferred Stock necessary to put such Holder in substantially the same economic position as if such Holder had received a warrant for shares of Common Stock in accordance with this Section 9(f).
Conversion of Series C Preferred Stock. Each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Series C Preferred Stock to be cancelled in accordance with Section 3.1(a), and (ii) shares of Series C Preferred Stock that are Dissenting Shares) shall be converted into the right to receive (without interest) an amount in cash equal to $2.9017 (the “Series C Per Share Merger Consideration”), which shall be payable in accordance with Section 3.4. At the Effective Time, all such shares of Series C Preferred Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a Stock Certificate that immediately prior to the Effective Time represented any such shares of Series C Preferred Stock shall cease to have any rights with respect thereto, except the right to receive, subject to the terms and conditions of this Agreement, the Series C Per Share Merger Consideration.
