Conversion of Share Capital Sample Clauses

Conversion of Share Capital. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Acquisition Sub, the Company or the holder of any share capital of Acquisition Sub or the Company:
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Conversion of Share Capital. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any share capital or equity interests of the Company, Parent or Merger Sub: (a) Each ordinary share, par value one Israel Agora (NIS 0.01) per share, of the Company (such shares, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares) shall thereupon be converted automatically into and shall thereafter represent the right to receive: (i) $4.46 in cash, subject to reduction of any Tax required to be withheld under applicable Tax Law, without interest (such consideration, as it may from time to time be amended in accordance with this Agreement, the “Cash Consideration”), plus (ii) one contractual contingent value right (each, a “CVR”), which shall represent the right to receive a contingent payment in cash upon the achievement of a specific milestone, at the time and subject to the terms and conditions of the CVR Agreement, subject to reduction of any Tax required to be withheld under applicable Tax Law, without interest (the “CVR Consideration” and together with the Cash Consideration, “Merger Consideration”), upon the terms and subject to the conditions set forth in this Agreement. As of the Effective Time, without any further action by any Person, all Shares shall be owned by Parent free and clear of any Liens and shall be registered as such in Parent’s name in the shareholders registry of the Surviving Company. (b) Each Share held in the treasury of the Company or owned by Parent or any direct or indirect wholly-owned Subsidiary of the Company or of Parent immediately prior to the Effective Time, if any (collectively, “Excluded Shares”), shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each ordinary share, par value one Israel Agora (NIS 0.01) per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically and without further action cancelled and shall cease to exist, and no cash or other consideration shall be delivered in exchange therefor. (d) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding ordinary shares of the Company, or securities convertible into or exchangeable into or exercisable for ordinary shares of the Company, shall occur as a result of any recla...
Sample 1
Conversion of Share Capital. The issued and outstanding shares of the Amalgamating Corporations shall be converted into issued and outstanding Amalco Shares on the Effective Date as follows: (a) all BVCI Shares shall be converted on a share for share basis into fully paid and non-assessable Amalco Shares on the basis of one fully paid and non-assessable Amalco Share for each one BVCI Share; (b) all BVCI Options shall be converted into options of Amalco, on the basis of one Amalco option for each BVCI Option, with no change to the exercise price or expiry date; (c) all Pubco Shares (on a post-consolidation basis) shall be converted on a share for share basis into fully paid and non-assessable Amalco Shares on the basis of one fully paid and non-assessable Amalco Share for each one Pubco Share (on a post-consolidation basis); (d) all Pubco Options and Pubco Warrants (on a post-consolidation basis) shall be converted into options or share purchase warrants, as the case may be, of Amalco, on the basis of one Amalco option and one Amalco share purchase warrant, respectively, for each Pubco Option and each Pubco Warrant (on a post-consolidation basis), with the exercise price being deemed on a post- consolidation basis and with no change to the expiry date; and (e) upon conversion to Amalco Shares, pursuant to the Amalgamation, Amalco shall not be required to issue fractions of Amalco common shares, options or share purchase warrants. Any fractional Amalco share, option, or share purchase warrant to which a holder may be entitled to shall be rounded up to a whole Amalco common share, option, or share purchase warrant, as the case may be.
Sample 1
Conversion of Share Capital. On the Effective Date, the authorized share capital of Amalco shall be as set forth in the Articles of Amalgamation. The issued and outstanding shares in the capital of each of the Amalgamating Corporations shall be converted into issued and outstanding Amalco Common Shares on the Effective Date as follows: (a) each four (4) issued and outstanding Camflo Shares (other than Camflo Shares held by registered holders who have exercised dissent rights and who are ultimately entitled to be paid fair market value for such shares) shall be converted into three issued, fully paid and non-assessable Amalco Common Shares subject to adjustment; provided that fractional Amalco Common Shares shall not be issued to holders of Camflo Shares. In lieu of issuing a fractional Amalco Common Share, Amalco shall pay to any holder of Camflo Shares who would otherwise be entitled to acquire a fractional interest in an Amalco Common Share an amount in the lawful money of Canada equal to the Market Price of such fractional interest, provided that Amalco shall not be required to make any payment that is less than $1.00; and (b) each one (1) issued and outstanding Spearhead Share (other than Spearhead Shares held by registered holders who have exercised dissent rights and who are ultimately entitled to be paid fair market value for such shares) shall be converted into one (1) issued, fully paid and non-assessable Amalco Common Share subject to adjustment; provided that fractional Amalco Common Shares shall not be issued to holders of Spearhead Shares. In lieu of issuing a fractional Amalco Common Share, Amalco shall pay to any holder of Spearhead Shares who would otherwise be entitled to acquire a fractional interest in an Amalco Common Share an amount in the lawful money of Canada equal to the Market Price of such fractional interest, provided that Amalco shall not be required to make any payment that is less than $1.00.
Sample 1
Conversion of Share Capital. (a) The common shares and surplus shares of Sydney Credit Union shall be converted to common shares and surplus shares, as applicable, of equal value in the Amalgamated Credit Union; (b) The common shares and surplus shares of The North Sydney Credit Union shall be converted to common shares and surplus shares, as applicable, of equal value in the Amalgamated Credit Union.
Sample 1
Conversion of Share Capital. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any share capital or equity interests of the Company, Parent or Merger Sub: (a) Each ordinary share, par value one Israel Agora (NIS 0.01) per share, of the Company (such shares, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares) shall thereupon be converted automatically into and shall thereafter represent the right to receive: (i) $4.46 in cash, subject to reduction of any Tax required to be withheld under applicable Tax Law, without interest (such consideration, as it may from time to time be amended in accordance with this Agreement, the “Cash Consideration”), plus (ii) one contractual contingent value right (each, a “CVR”), which shall represent the right to receive a contingent payment in cash upon the achievement of a specific milestone, at the time and subject to the terms and conditions of the CVR Agreement, subject to reduction of any Tax required to be withheld under applicable Tax Law, without interest (the “CVR Consideration” and together with the Cash Consideration, “Merger Consideration”), upon the terms and subject to the conditions set forth in this Agreement. As of the Effective Time, without any further action by any Person, all Shares shall be owned by Parent free and clear of any Liens and shall be registered as such in Parent’s name in the shareholders registry of the Surviving Company.
Sample 1
Conversion of Share Capital. On the Effective Date, the authorized share capital of Amalco shall be as set forth in Schedule A hereto. The issued and outstanding shares in the capital of each of the Amalgamating Corporations other than any Open Source Shares held by a shareholder who is a dissenting shareholder under the Act at the Effective Date, shall be converted into issued and outstanding Amalco Common Shares or exchanged for Amalco Common Shares on the Effective Date as follows: (a) all Open Source Shares (on a post-consolidation basis) shall be exchanged for Amalco Common Shares on the basis of one (1) fully paid and non-assessable Amalco Common Share for every one Open Source Share; (b) all Open Source Warrants and Weekend Warrants (on a post-consolidation basis) shall be treated as warrants of Amalco containing identical terms; and (c) all Weekend Shares (on a post-consolidation basis) held by Weekend Shareholders shall be exchanged for Amalco Common Shares on the basis of one (1) fully paid and non- assessable Amalco Common Share for every one Weekend Share.
Sample 1
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Conversion of Share Capital. At the Effective Time, by virtue of the occurrence of the Merger, and without any action on the part of the Company, Parent, Merger Sub or any holder of any ordinary shares, par value $1.00 per share, of the Company (“Company Shares”) or any ordinary shares, par value $1.00 per share, of Merger Sub (“Merger Sub Shares”):
Sample 1
Conversion of Share Capital. On the Effective Date, the authorized share capital of Amalco shall be as set forth in the Articles of Amalgamation. The issued and outstanding shares in the capital of each of the Amalgamating Corporations (other than any shares of ATCOR held by a shareholder who is a dissenting shareholder under the Act at the Effective Date) shall be converted into issued and outstanding Common Shares, Class A Special Shares, Class B Special Shares or Class C Special Shares of Amalco on the Effective Date as follows: (a) each Newco Share shall be converted into one Common Share of Amalco; (b) subject to (d) hereof, each ATCOR Class A Share shall be converted into one Class A Special Share of Amalco; (c) subject to (d) hereof, each ATCOR Class B Share shall be converted into one Class A Special Share of Amalco; and (d) where a holder of ATCOR Class A Shares or ATCOR Class B Shares provides a written request to ATCOR in the Transmittal and Election Form, such ATCOR Class A Shares or ATCOR Class B Shares, as the case may be, of such holder as are designated in such written request shall be converted into Class B Special Shares or Class C Special Shares of Amalco in the ratio of one Class B Special Share or Class C Special Share for each ATCOR Class A Share or ATCOR Class B Share so converted.
Sample 1

Related to Conversion of Share Capital

  • Conversion of Shares (a) At the Effective Time, each share of Company Common Stock (individually a “Share” and collectively the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Shares held in the Company’s treasury or by any of the Company’s subsidiaries) shall, by virtue of the Merger and without any action on the part of AREP Oil & Gas, IPO Co., the Company or the holder thereof, be converted into the right to receive that fraction of a fully-paid and non-assessable share of common stock, par value $.01 per share, of IPO Co. (“IPO Co. Common Stock”) equal to the Exchange Ratio (as defined below) (the “Merger Consideration”). (b) The “Exchange Ratio” shall be determined by multiplying 0.00000008936 [i.e., 1 / 11,190,650 (the number of outstanding Shares)] by the Share Amount (as hereafter defined). The “Share Amount” shall mean that number of shares of IPO Co. Common Stock which results in the holders of the Shares receiving, in the aggregate, a 7.990% (the “Percentage”) economic interest in the entire equity of the Enterprise (as hereafter defined) immediately prior to consummation of the IPO Transaction; provided, however, that the parties acknowledge and agree that: (i) the Percentage is based upon the assumption that the Enterprise will be subject to $500 million of net indebtedness (i.e., total indebtedness minus cash) immediately prior to or simultaneously with consummation of the IPO Transaction (after all incurrences and repayments of debt contemplated in Exhibit B hereto and excluding intercompany notes of the members of the Enterprise and their subsidiaries); (ii) to the extent that the Enterprise is subject to less than $500 million of net indebtedness at such time (after all incurrences and repayments of debt contemplated in Exhibit B hereto and excluding intercompany notes of the members of the Enterprise and their subsidiaries), the Percentage will be reduced by subtracting the Adjustment Amount (as hereafter defined) from the Percentage; and (iii) to the extent that the Enterprise is subject to in excess of $500 million of net indebtedness at such time (after all incurrences and repayments of debt contemplated in Exhibit B hereto and excluding intercompany notes of the members of the Enterprise and their subsidiaries), the Percentage will be increased by adding the Adjustment Amount to the Percentage. The “Adjustment Amount” shall mean the product of (x) 0.6322% and (y) that fraction obtained by dividing the positive difference between $500 million and the actual net indebtedness of the Enterprise immediately prior to or simultaneously with consummation of the IPO Transaction (after all incurrences and repayments of debt contemplated in Exhibit B hereto and excluding intercompany notes of the members of the Enterprise and their subsidiaries) by $100 million. Set forth on Schedule 1.7 hereto is an example of how the Percentage shall be calculated. At Closing, the remaining economic interest in the Enterprise will be held, directly or indirectly, by AREH. The term “Enterprise” shall mean a combination or consolidation of entities which includes 100% of the equity interests in each of AREP Oil & Gas, National Onshore, National Offshore and the Company.

  • Valid Issuance of Share Capital The total number of all classes of share capital which the Company has authority to issue is 50,000,000 Ordinary Shares. As of the date hereof, the Company has issued 2,875,000 ordinary shares (of which up to 375,000 ordinary shares are subject to forfeiture as described in the Registration Statement related to the IPO) and has not issued any preference shares. All of the issued share capital of the Company has been duly authorized, validly issued, and are fully paid and non-assessable.

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2.

  • 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 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 Shares Exchange of Certificates Section 2.1 Effect of the initial Merger on Capital Stock 4 Section 2.2 Exchange of Certificates 6 Section 2.3 Treatment of Company Equity Awards 9 Section 2.4 Effect of the Subsequent Merger on Capital Stock 10 Section 2.5 Further Assurances 10

  • 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.

  • Reclassification of Shares If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

  • Conversion of Stock At the Effective Time: (i) the shares representing 100% of the issued and outstanding ordinary shares of MailKey ("MAILKEY ORDINARY SHARES") as of the Closing (as that is defined in Section 2.1 hereof) shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the merger consideration set forth in Section 1.3 hereafter (the "MERGER CONSIDERATIOn"); (ii) the shares representing 100% of the issued and outstanding Preferred A Shares of MailKey ("MAILKEY PREFERRED A SHARES") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iii) the shares representing 100% of the issued and outstanding Preferred B Shares of MailKey ("MAILKEY PREFERRED B SHARES", and together with MailKey Ordinary Shares and MailKey Preferred A Shares, the "MAILKEY CAPITAL STOCK") as of the Closing shall, by virtue of the Merger and without any action on the part of the holders of such shares, be converted into and represent the right to receive, and shall be exchangeable for the Merger Consideration as set forth in Section 1.3 hereafter; (iv) each issued and outstanding share of common stock, $.001 par value per share, of Sub shall, by virtue of the merger, be converted into and become one (1) validly issued, fully paid and nonassessable ordinary share of the Surviving Corporation. (v) each share of capital stock of MailKey held in treasury as of the Effective Time shall, by virtue of the Merger, be canceled without payment of any consideration therefor and without any conversion thereof; (vi) each share of MailKey Capital Stock outstanding as of the Effective Time, by virtue of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist.

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

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