Conversion of Series D Preferred Stock. Immediately prior to the Effective Time, the Stockholder hereby agrees to convert all of the shares of Series D Preferred Stock then owned by it into shares of Company Common Stock.
Conversion of Series D Preferred Stock. (a) Subject to the terms and conditions set forth herein, the GA Shareholders hereby agree with Parent that, no later than one (1) Business Day (as defined in the Merger Agreement) prior to the Record Date, the GA Shareholders shall convert, pursuant to the terms and conditions of the Series D Certificate of Determination, an aggregate number of shares of Series D Preferred Stock, which number shall not exceed that aggregate number of shares of Series D Preferred Stock set forth opposite the GA Shareholders' names on SCHEDULE II hereto, which, upon conversion, will result in the GA Shareholders owning that number of shares of Conversion Shares set forth opposite the GA Shareholders' names on SCHEDULE II hereto. The GA Shareholders may allocate in their sole discretion the number of shares of Series D Preferred Stock to be converted pursuant to this Section 1.1(a) among the GA Shareholders without the consent of the Parent or any other Contributing Shareholders, PROVIDED that the aggregate number of shares of Series D Preferred Stock converted by the GA Shareholders pursuant to this Section 1.1(a) shall, upon conversion, result in the aggregate number of Conversion Shares set forth opposite the GA Shareholders' names on SCHEDULE II hereto.
(b) Subject to the terms and conditions set forth herein, each of the CK Shareholders hereby agrees with Parent that, no later than one (1) Business Day prior to the Record Date, such CK Shareholder shall convert, pursuant to the terms and conditions of the Series D Certificate of Determination, a number of shares of Series D Preferred Stock, which number shall not exceed that aggregate number of shares of Series D Preferred Stock set forth opposite such CK Shareholder's name on SCHEDULE II hereto, which, upon conversion, will result in such CK Shareholder owning that number of shares of Conversion Shares set forth opposite its name on SCHEDULE II hereto.
Conversion of Series D Preferred Stock. The Series D Preferred Stock shall not be convertible into Common Stock or any other class of security of the Company.
Conversion of Series D Preferred Stock. In the event that all outstanding shares of Series D Preferred Stock are converted to Common Stock, or any other security, in accordance with the terms of the Company’s Restated Certificate of Incorporation, as may be amended or restated from time to time, in connection with the Company’s Initial Public Offering, a Corporate Transaction or other event, this Warrant shall become exercisable for Common Stock or such other security, with the number of Shares for which this Warrant is exercisable and the Exercise Price equitably adjusted by the Company in good faith; provided the aggregate Exercise Price shall remain the same.
Conversion of Series D Preferred Stock. Each share of Series D Preferred Stock issued and outstanding immediately prior to the Effective Time, other than any Excluded Shares, shall be converted into the right to receive one (1) (the "Series D Exchange Ratio") validly issued, fully paid and nonassessable share (the "Series D Merger Consideration") of a newly created series of Acquiror Preferred Stock having such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders of Series D Preferred Stock than the rights, preferences, privileges and voting powers, and limitations and restrictions of the Series D Preferred Stock immediately prior to the Effective Time, taken as a whole (the "Acquiror Series H Preferred Stock").
Conversion of Series D Preferred Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Series D 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 (i) the right to receive an amount of cash equal to the Series D Cash Amount Per Share, (ii) the right to receive an amount of cash (without interest) equal to the Series D Product Sales Amount Per Share , and (iii) the right to receive the Series D Revenue Amount Per Share. The amount of cash each Company Series D Holder is entitled to receive pursuant to this Section 2.2(a) for the shares of Series D Preferred Stock held by such Company Series D Holder shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Series D Preferred Stock held by such Company Series D Holder. The provisions of this Section 2.2(a) are subject to the provisions of Section 2.3 (regarding Dissenting Shares) and Section 2.7(d) (regarding surrender of Certificates).
Conversion of Series D 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 D 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 D Preferred Shares) shall be canceled and converted into the right to receive the Series D 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 D Preferred Stock. In the event that all of -------------------------------------- the authorized and outstanding shares of Series D Preferred Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Charter or otherwise, or the Series D Preferred stock otherwise ceases to exist, then, in such case, Quantum, upon exercise hereof at any time after the date on which the Series D Preferred Stock is so redeemed or converted, reclassified or ceases to exist (the "Termination Date"), shall receive, in lieu of the number of shares of Series D Preferred 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 Series D Preferred 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 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 D Preferred Stock for which this Warrant was exercisable immediately prior to the Termination Date by (y) the number of shares of the Company for which this Warrant is exercisable immediately after the Termination Date, all subject to further adjustment as provided herein.
Conversion of Series D Preferred Stock. Any share of Series D Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be converted into and represent the right to receive the number of shares of Engage Common Stock with an aggregate Average Closing Price equal to the liquidation preference of such share, as adjusted, as set forth in the Company's Certificate of Incorporation.
Conversion of Series D 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 D Preferred Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held in the Company’s treasury and (ii) Dissenting Shares) shall be canceled and be converted solely into the right to receive the Per Share Series D Preferred Stock Consideration, payable in cash to the holder thereof, without interest thereon, upon surrender of the Certificate formerly representing such share, all in accordance with Sections 2.10 and 2.11.
