Conversion of Shareablee Holdco Capital Stock Sample Clauses

Conversion of Shareablee Holdco Capital Stock. As of the Initial Merger Effective Time, by virtue of the Initial Merger and without any action on the part of Parent, Parent Holdco LLC, Shareablee Holdco, any holder of interests in Shareablee Holdco or any other Person, upon the terms and conditions of this Agreement, including the provisions set forth in this Article VII, each share of Shareablee Holdco Capital Stock that is issued and outstanding immediately prior to the Initial Merger Effective Time shall be cancelled and extinguished, and shall be converted automatically, upon and subject to the delivery of duly executed Exchange Documentation in the manner set forth in Section 2.5(a), into (A) in accordance with Section 2.5, the right of (i) each Shareablee Holdco Series A-2 Preferred Stockholder to receive at the Closing, the Per Share Series A-2 Consideration, and (ii) each Shareablee Holdco Series A Preferred Stockholder and Shareablee Holdco Common Stockholder to receive at the Closing, the Per Fully Diluted Share Closing Consideration, and (B) the contingent right of such Shareablee Holdco Series A Preferred Stockholder and Shareablee Holdco Common Stockholder to receive (x) subject to and in accordance with Section 2.10, the Per Share Purchase Price Holdback Amount and (y) subject to Article VII and in accordance with Section 2.6, the Per Share First Deferred Amount and the Per Share Second Deferred Amount, and, if applicable, the Per Share Third Deferred Amount.
Sample 1
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Related to Conversion of Shareablee Holdco Capital Stock

  • 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 following securities:

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Acquisition of Shares The Borrower will not acquire any equity, share capital, assets or obligations of any corporation or other entity or permit its Shares to be held by any party other than the Shareholder.

  • 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:

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

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

  • Stock Dividends and Stock Splits If the Company, at any time while this Debenture is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon conversion of, or payment of interest on, the Debentures), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

  • Dividends; Changes in Capital Stock Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service to it or its subsidiaries;

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