Conversion of Shares of Common Stock Sample Clauses

Conversion of Shares of Common Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Subsidiary, the Company or any holder of any shares of Company Common Stock or any shares of capital stock of Merger Subsidiary or Parent: (a) except as otherwise provided in Section 1.2(b) or Section 1.4, each share of Company Common Stock outstanding immediately prior to the Effective Time (including each Company RSA, whether vested or unvested as of immediately prior to the Effective Time, for which the holder thereof made a timely and valid election under Section 83(b) of the Code (an “83(b) Election”); for the avoidance of doubt, each Company RSA for which an 83(b) Election has not been timely and validly made shall be treated in the manner set forth in Section 1.5(a)) shall be cancelled and cease to exist and shall be converted into the right to receive (i) $5.50 in cash, without interest (such amount, as may be adjusted in accordance with Section 1.8 being the “Closing Cash Consideration”) and (ii) one contingent value right (a “CVR”), which shall represent the right to receive the Milestone Payments (such defined term whenever used in this Agreement shall have the applicable meaning ascribed to such term in the CVR Agreement) subject to the terms and conditions set forth in the CVR Agreement (the consideration contemplated by (i) and (ii), together, the “Merger Consideration”), and each holder of any such share of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with and at the times provided in Section 1.3 or Section 1.5, as applicable; (b) each share of Company Common Stock held by the Company as treasury stock or owned by Parent, Merger Subsidiary or any other Subsidiary of Parent or any Company Subsidiary immediately prior to the Effective Time shall be canceled and cease to exist, and no payment shall be made with respect thereto (the “Excluded Shares”); and (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares of Common Stock. Subject to Section 1.3(d) hereof, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock referred to in the first sentence of Section 1.2(a) hereof and Dissenting Shares shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into (i) that number of Parent Shares equal to .5427 (provided, however, that such number was calculated assuming that the Convertible Notes (as defined in Section 1.5(b) hereof) all are converted prior to the Effective Time), and (ii) if the Semi Sale (as defined in Section 1.5(a) below) has been consummated at or prior to the Effective Time, the Semi Sale Consideration (collectively, the "MERGER CONSIDERATION"); PROVIDED, HOWEVER, in the event that clause (ii) applies, to the extent that any portion of the Semi Sale Purchase Price is not paid to the Company or any of its Subsidiaries upon the consummation of the Semi Sale, then Parent shall only be obligated to pay to the stockholders of the Company the portion of the Semi Sale Consideration attributable to such portion of the Semi Sale Purchase Price ("DEFERRED SEMI SALE PURCHASE PRICE") if, as and when paid by the purchaser of the Semi Business (the "SEMI PURCHASER") to Parent, Company or any of its Subsidiaries (less any reserves established in connection with the principles set forth in Schedule 1.5(a) hereto).

Conversion of Shares of Common Stock. (a) All of the outstanding capital stock of Merging Entity comprises the Common Stock, which is owned, collectively, by Shareholders. Each of Shareholders owns, free and clear of any liens, encumbrances, restrictions or adverse claims whatsoever except as set forth in Schedule 2.4, the number of shares of Merging Entity set forth below opposite his name and each Shareholder shall receive therefor for each share of Common Stock the number of shares of no par value common stock of Parent as described herein: Shareholder Number of Shares Percentage Mr. D. Jablonski 000 90 Mr. B. Jablonski 000 00 ------ ---- TOTAL 1,000 100% In exchange for all of the shares of Common Stock, Shareholders shall collectively receive 26,600 shares of common stock of Parent, plus the two payments referenced below, subject to adjustment as provided in Section 14.6 and to all the terms and conditions contained herein. This Agreement shall not be consummated under any circumstances unless 100% of the shares of Common Stock are exchanged for shares of Parent common stock. (b) The manner and basis of conversion of shares on the Effective Date shall be as follows: (i) Each share of common stock of Survivor which is issued and outstanding on the Effective Date, with all rights with respect thereto, shall become one (1) share of common stock, $1.00 par value, of Surviving Corporation. (ii) Each share of Common Stock which is issued and outstanding on the Effective Date, with all rights with respect thereto, shall be converted into 26.6 shares (which number of shares is subject to adjustment as provided in Section 14.6) of common stock, no par value, of Parent, plus the right to receive a share of the two contingent payments described below in subsection (f), each of which contingent payments shall not in the aggregate exceed $40,500 nor be less than zero (before any applicable indemnity). Such deferred payments shall have interest imputed at the lowest applicable federal rate allowed under the Internal Revenue Code of 1986, as amended ("Code"). No fractional shares of Parent common stock will be issued as the number of shares to be issued to any Shareholder in accordance with the preceding sentence shall be rounded up or down to the nearest whole number (a fractional share of 0.5 or more will be rounded up; less than 0.5 will be rounded down). Each shareholder of Common Stock, upon delivery to Parent or its duly authorized agent for cancellation of certificates representing such shares an...

Conversion of Shares of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock held by Parent, the Purchaser, any wholly owned subsidiary of Parent or the Purchaser, in the treasury of the Company or by any wholly owned subsidiary of the Company, which shares of Common Stock, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and retired and shall cease to exist with no payment being made with respect thereto and other than Dissenting Shares (as defined below)), shall be converted into the right to receive in cash an amount equal to the Per Share Amount (the "Merger Price"), payable to the holder thereof, without interest thereon, upon surrender of the certificate formerly representing such share of Common Stock.

Conversion of Shares of Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) except as otherwise provided in Section 1.2(b) or Section 1.4, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be cancelled and cease to exist and shall be converted into the right to receive $60.10 in cash, without interest (the “Merger Consideration”); (b) each share of Company Common Stock held by the Company as treasury stock or owned by Parent, Merger Subsidiary or any Subsidiary of the Company or Parent (other than Merger Subsidiary) immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (c) each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares of Common Stock. Subject to Section 1.3(d) hereof, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock referred to in the first sentence of Section 1.2(a) hereof and Dissenting Shares (as defined in Section 1.2(c)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive an amount of cash, without interest, equal to $48.00 (the "Merger Consideration").

Conversion of Shares of Common Stock. Each issued and outstanding ------------------------------------ share of Company Common Stock (other than (i) shares of Company Common Stock held by the Company or any of its Subsidiaries as treasury shares and (ii) any shares of Company Common Stock held by Parent or any of its subsidiaries (including Purchaser), shall be converted into the right to receive $6.40 per share, net, in cash (the "Merger Consideration"), payable to the holder thereof -------------------- upon surrender of the certificate formerly representing such shares in accordance with Section 1.07, without interest thereon, less any required withholding taxes. Each such share of Company Common Stock shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate formerly representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such certificate in accordance with Section 1.07, without interest thereon, less any required withholding taxes.

Conversion of Shares of Common Stock. (a) At the Effective Time, each share of FNH Common Stock then outstanding, except treasury shares and Dissenting Shares, shall be converted into the right to receive 15 shares of Promistar Common Stock (subject to possible adjustment as set forth in Sections 2.02(c) and 2.08(b) hereof, the "Exchange Ratio"). (b) At the Effective Time, by virtue of the Merger, and without any action on the part of the shareholders of FNH, each of the then issued and outstanding shares of FNH Common Stock shall cease to exist and shall be deemed canceled, retired and eliminated, and all rights in respect thereof shall cease except, in the case of all FNH Common Stock other than treasury shares and other than Dissenting Shares, the right to receive Promistar Common Stock, regardless of whether the certificates representing such shares are surrendered to Promistar by the shareholders of FNH. (c) The Exchange Ratio shall be adjusted at the Effective Time to reflect any consolidation, split-up, other subdivision or combination of Promistar Common Stock, any dividend payable in Promistar Common Stock, or any capital reorganization involving the reclassification of Promistar Common Stock subsequent to the date of this Reorganization Agreement and prior to such time. Promistar shall register under the Securities Act all shares of Promistar Common Stock to be issued in the Merger prior to the Effective Time.

Conversion of Shares of Common Stock. Subject to Section 1.2(c), Signature shall issue to the stockholders of Ensysce an aggregate number of Signature Shares (the “Merger Consideration”) equal to (x) the Signature Total Fully Diluted Shares, minus (y) the sum of (i) the number of Signature Shares otherwise issuable to the holders of Dissenting Shares, plus (ii) the Adjusted Assumed Ensysce Options (as defined in Section 1.4 below), and each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock referred to in the first sentence of Section 1.2(a) hereof and Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive a portion of the Merger Consideration equal to the Common Exchange Ratio. For purposes hereof, (i) the “Common Exchange Ratio” shall mean, with respect to each holder of Ensysce Common Stock, other than holders of Dissenting Shares, the number computed, immediately prior to the Effective Time, by dividing (x) the number of shares of Common Stock held by that Ensysce shareholder, by (y) total shares of Common Stock outstanding immediately prior to the Effective Time, excluding Dissenting Shares and shares of Common Stock cancelled pursuant to Section 1.2(a), and (ii) the “Signature Total Fully Diluted Shares” shall mean, as of immediately prior to the Effective Time, the sum of (x) the number of Signature Shares outstanding and (y) the number of Signature Shares issuable upon exercise of all outstanding Retained Signature Stock Options (as defined in Section 5.16 below), but excluding for purposes of this calculation (A) any shares of capital stock held in the treasury of Signature and (B) any Signature Shares issuable pursuant to Section 5.17 hereof.

Conversion of Shares of Common Stock. The Buyer has asserted its right to convert shares of Common Stock pursuant to the Equity Agreement. The Company has disputed the Buyer's right to convert shares of Common Stock pursuant to the Equity Agreement. To fully and finally resolve such dispute between the parties and in consideration of this Agreement, the Company hereby agrees to the conversion of 150,000 shares of Common Stock (the "Shares") pursuant to the Equity Agreement and in accordance with the terms of the Conversion Notice attached hereto as Exhibit I.