Conversion of Stock and Options. At the Effective Time: (a) Each share of MoSys California Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the constituent corporations, the holder of such share, or any other person, be converted into and exchanged for one fully paid and nonassessable share of MoSys Delaware Common Stock. (b) Each share of MoSys California Series A Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the constituent corporations, the holder of such share, or any other person, be converted into and exchanged for one fully paid and nonassessable share of MoSys Delaware Series A Preferred Stock. (c) Each share of MoSys California Series B Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the constituent corporations, the holder of such share, or any other person, be converted into and exchanged for one fully paid and nonassessable share of MoSys Delaware Series B Preferred Stock. (d) Each share of MoSys California Series C Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the constituent corporations, the holder of such share, or any other person, be converted into and exchanged for one fully paid and nonassessable share of MoSys Delaware Series C Preferred Stock. (e) Each share of MoSys California Series D Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the constituent corporations, the holder of such share, or any other person, be converted into and exchanged for one fully paid and nonassessable share of MoSys Delaware Series D Preferred Stock. (f) Each share of MoSys California Series E Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the constituent corporations, the holder of such share, or any other person, be converted into and exchanged for one fully paid and nonassessable share of MoSys Delaware Series E Preferred Stock. (g) Each share of MoSys California Series F Preferred Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action by the constituent corporations, the holder of such share, or any ot...

Conversion of Stock and Options. (a) Each share of common stock, $0.001 par value per share, of the Company (the “Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be canceled in accordance with Section 2.7(c)) shall be converted into the right to receive: (i) an amount in cash (the “Closing Per Share Price”) equal to the quotient obtained by dividing (A) the Merger Consideration minus the Holdback, by (B) the total number of Fully Diluted Shares, plus (ii) an amount in cash (the “Post-Closing Per Share Price”) equal to the quotient obtained by dividing (A) the remainder of the Holdback, if any, following the adjustments made pursuant to Section 3.2(e), plus the amount of any positive adjustment payable by Buyer pursuant to Section 3.2(e), by (B) the total number of Fully Diluted Shares. The foregoing amounts will be payable to the holder thereof without interest in accordance with Section 3.1. From and after the Effective Time, all such shares of Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate or certificates (a “Stockholder”), which represented Common Stock immediately prior to the Effective Time (the “Certificates”), shall cease to have any rights with respect thereto, except the right to receive the Per Share Price therefor, without interest thereon. (b) Each Option outstanding immediately prior to the Effective Time shall, to the extent unexercisable, become fully exercisable and shall be cancelled, in each case effective at the Effective Time, in exchange for a cash payment or payments from the Surviving Corporation to the holder of such Option (an “Optionholder”) equal to the Net Exercise Value (net of the amount of any loans from the Company to such Optionholder then outstanding) (the “Closing Option Payment”), plus, the product of (x) the number of shares of Common Stock subject to such Option, multiplied by (y) the Post-Closing Per Share Price (such payments to be net of applicable Taxes withheld pursuant to Section 3.3), subject to the terms of this Agreement as applicable and payable at the same times as, payments of the Closing Per Share Price and Post-Closing Per Share Price are payable to Stockholders pursuant to Section 2.7(a). (c) Each share of Common Stock owned by the Company as treasury stock that is issued and outstanding immediately prior to the Effective Time, shall be automatically canceled and ext...

Conversion of Stock and Options. (a) At the First Effective Time, by virtue of the Initial Step and without any action on the part of any holder of Common Stock, subject to the adjustment provisions of Section 3.2, each share of Common Stock issued and outstanding immediately prior to the First Effective Time (other than shares of Common Stock (i) to be canceled in accordance with Section 2.7(d), or (ii) held by any Stockholder who is entitled to and properly demands an appraisal of such shares pursuant to, and complies in all respects with the relevant provisions of, the DGCL (the “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) the Per Share Cash Consideration, payable to the holder thereof without interest in accordance with Section 3.1 (B) the Per Share Buyer Common Stock Consideration, payable to the holder thereof without interest in accordance with Section 3.1, (C) the Contingent Per Share Amount, if any, if and when distributed, in accordance with the terms of this Agreement and the Escrow Agreement, and (D) the Earn-Out Obligation Per Share Amount, if any, if and when distributed, in accordance with Section 3.3 (collectively, the “Aggregate Per Share Consideration”). From and after the First Effective Time, all such shares of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of Common Stock (a “Stockholder”) shall cease to have any rights with respect thereto, except the right to receive the Aggregate Per Share Consideration. Any Dissenting Share shall not be converted into or represent a right to receive the Aggregate Per Share Consideration pursuant to this Section 2.7(a), but instead shall be converted into the right to receive only such consideration as may be determined to be due with respect to such Dissenting Shares under Section 262 of the DGCL. From and after the First Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Company. Notwithstanding the provisions of this Section 2.7(a), if any holder of Common Stock who demands appraisal or purchase of such shares under Section 262 of the DGCL shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal or purchase, as of the later of the First Effective Time and the occurrence of such event, such ho...

Conversion of Stock and Options. At the Effective Time, by virtue of the Merger and without any action on the part of PTC, Merger Sub or Arbortext, but subject to Sections 1.9 through 1.12 and Section 8:

Conversion of Stock and Options. On the Effective Date, by virtue of the Merger and without any further action on the part of the parties hereto, and subject to Section 1.4 below (with respect to fractional shares): (a) All of the issued and outstanding preferred stock, no par value per share, of Tyecin as of the Effective Date, if any, (the "Tyecin Preferred Stock") shall be converted into the aggregate number of shares of common stock of Manugistics (the "Manugistics Common Stock"), equal to the product of the Conversion Factor (as defined in Section 1.5 below) multiplied by the number of shares of Tyecin Common Stock into which the Tyecin Preferred Stock is convertible as of the Effective Date. Innotech (the "Preferred Shareholder") will be entitled to receive such shares of Manugistics Common Stock based on the aggregate Tyecin Preferred Stock which it owns as of the Effective Date and each share of Tyecin Preferred Stock will be canceled as of the Effective Date. (b) All of the issued and outstanding common 3 stock, no par value per share of Tyecin as of the Effective Date (the "Tyecin Common Stock") shall, subject to Section 1.3 below, be converted into the aggregate number of shares of Manugistics Common Stock equal to the product of the Conversion Factor multiplied by the number of outstanding shares of Tyecin Common Stock as of the Effective Date. Accordingly, each Tyecin Shareholder will be entitled to receive his/her pro rata share of such Manugistics Common Stock, based on such Tyecin Shareholder's proportionate interest in the Tyecin Common Stock as of the Effective Date, and each share of Tyecin Common Stock will be canceled as of the Effective Date. (c) Each share of common stock, $.01 par value per share of Acquisition (the "Acquisition Common Stock") then issued and outstanding shall become one fully paid and nonassessable share of common stock, no par value per share, of the Surviving Company (the "Surviving Company Common Stock"). (d) The existing Tyecin option plans are in the form attached hereto as EXHIBIT C and EXHIBIT D (the "Option Plans") and the options (vested and unvested) to purchase Tyecin Common Stock outstanding now and as of the Effective Date (the "Tyecin Options") are listed on SCHEDULE 1.2(D). The Tyecin Options shall become options to purchase common stock, $.002 par value, of Manugistics based upon the Conversion Factor. Pursuant to the Option Plans, the number of options to purchase Manugistics Common Stock (the "Manugistics Options") issued to each...

Related to Conversion of Stock and Options

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 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.
Reservation of Stock Issuable Upon Conversion The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the indebtedness represented by this Note, such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all indebtedness represented by this Note, and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all indebtedness represented by this Note, the Corporation will take such action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.
Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.
Aggregation of Shares If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.
Aggregation of Stock All shares of Registrable Securities held or acquired by Affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement and such Affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.
Treatment of Stock Dividends, Stock Splits, etc In case the Company at any time or from time to time after the date hereof shall declare or pay any dividend on the Common Stock payable in Common Stock, or shall effect a subdivision of the outstanding shares of Common Stock into a greater number of shares of Common Stock (by reclassification or otherwise than by payment of a dividend in Common Stock), then, and in each such case, Additional Shares of Common Stock shall be deemed to have been issued (a) in the case of any such dividend, immediately after the close of business on the record date for the determination of holders of any class of securities entitled to receive such dividend, or (b) in the case of any such subdivision, at the close of business on the day immediately prior to the day upon which such corporate action becomes effective.
Conversion of Company Stock (i) Each share of Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).
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
Term and Exercise of Option a. The term of this Option shall commence on the Grant Date set forth above and shall continue until the Expiration Date set forth above, unless earlier terminated as provided herein. b. This Option shall be exercisable only in the event that and to the extent that such Option has become vested and exercisable pursuant to the terms of this Section 3.b (or Sections 7 or 8 below, if applicable). Subject to the earlier termination of this Option pursuant to its terms and to the terms of the Option Plan, this Option shall vest and become exercisable as follows, but only if the Optionee is then an employee of or continues to provide services to the Company or an Affiliate at the specified time: (i) Up to twenty percent (20%) of such Option Shares (rounded down to the nearest whole share) may be purchased at any time after one (1) year from the Grant Date and prior to the termination of this Option; (ii) Up to forty percent (40%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after two (2) years from the Grant Date and prior to the termination of this Option; (iii) Up to sixty percent (60%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after three (3) years from the Grant Date and prior to the termination of this Option; (iv) Up to eighty percent (80%) of such Option Shares (rounded down to the nearest whole share and less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after four (4) years from the Grant Date and prior to the termination of this Option; (v) Up to 100% of such Option Shares (less any shares previously purchased pursuant to this Option that vest pursuant to this Section 3.b) may be purchased at any time after five (5) years from the Grant Date and prior to the termination of this Option. c. To exercise this Option, the Optionee shall satisfy the following conditions: (i) deliver written notice to the Company at its principal office within the option period, which written notice must be in the form of attached Exhibit A to this Agreement, and (ii) deliver payment in full for the Option Shares with respect to which this Option is then being exercised, as provided in Section 4(a) below. d. Neither the Optionee nor the Optionee’s legal representatives, legatees or distributees, as the case may be, will be, or will be deemed to be, a holder of any Option Shares for any purpose unless and until certificates for such Option Shares are issued (or are reflected upon the official records of the Company) to the Optionee or the Optionee’s legal representatives, legatees or distributees, under the terms of the Option Plan.

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