Conversion of Target Preferred Stock. Each share of Target Preferred Stock issued and outstanding immediately prior to the Effective Time will automatically be canceled, retired and cease to exist and (other than Dissenting Shares) will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive (i) the Per Share Merger Consideration plus (ii) a cash payment equal to the amount of any accrued but unpaid dividends thereon (“Accrued Dividends”) and each holder thereof will cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration and Accrued Dividends subject to and in accordance with Section 2.3.
Conversion of Target Preferred Stock. Each issued and ------------------------------------ outstanding share of Target Preferred Stock shall have been converted into shares of Target Common Stock in accordance with Target's Certificate of Incorporation, and each holder of Target Preferred Stock shall have waived prior notice of the consummation of the Merger.
Conversion of Target Preferred Stock. In connection with the Merger and subject to the vote requirement under the Target's Certificate, at the Effective Time, each share of Target Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into shares of Target Common Stock at the then effective conversion price with respect to each share of Target Preferred Stock, and each share of Target Common Stock thereby resulting shall be cancelled and extinguished and automatically converted into the right to receive one (1) share of Acquiror Common Stock in accordance with Section 1.6(a) hereof.
Conversion of Target Preferred Stock. Each share of Target Preferred Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares to be cancelled and retired in accordance with Section 2.01(a), and (ii) Dissenting Shares) shall be converted into the number of shares of Target Common Stock into which each share of Target Preferred Stock is convertible into immediately prior to the Effective Time.
Conversion of Target Preferred Stock. Target shall use its reasonable best efforts to ensure that either all of Target's outstanding Preferred Stock shall have been converted into Target Common Stock in accordance with the Certificate of Incorporation of Target or that the
Conversion of Target Preferred Stock. Each share of Target ------------------------------------ Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted, subject to Section 2.4.3 and Section 2.4.4, into the right to receive .05863746 of a share of Acquiror Common Stock. All such shares of Target Preferred Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent the shares of Acquiror Common Stock into which such Target Preferred Stock has been converted. Certificates previously representing shares of Target Preferred Stock shall be exchanged for certificates representing whole shares of Acquiror Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with Section 2.7 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 2.9).
Conversion of Target Preferred Stock. Each share of Target Preferred Stock (other than those shares set forth in § 3(c)(ii) and Dissenting Shares) shall be converted into the right to receive the Per Share Merger Consideration subject to the terms in § 3(c)(ii). As of the Effective Time, all shares of Target Preferred Stock (other than those shares set forth in § 3(c)(ii) and Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of any shares of Target Preferred Stock (other than those shares set forth in § 3(c)(ii) and Dissenting Shares) shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration.
Conversion of Target Preferred Stock. Each share of Series ------------------------------------ A Preferred Stock of Target, par value $0.01 per share (the "Target Preferred ---------------- Stock"), that is issued ----- and outstanding immediately prior to the Effective Time (other than Dissenting Shares, as defined in Section 1.10 below) will, by virtue of the Merger and at the Effective Time, and without any action on the part of any holder thereof, be canceled and converted into the right to receive a fraction of a share of Acquirer Common Stock equal in value to the aggregate per share liquidation preference of a share of Target Preferred Stock pursuant to Target's Articles of Incorporation as amended through immediately prior to the Effective Time. For purposes of this Section 1.1.1, the value of a share of Acquirer Common Stock shall be the Agreement Date Average Price Per Share (as defined in Section 1.1.4(b) below). The total number of shares of Acquirer Common Stock issued pursuant to this Section 1.1.1 shall be referred to as the "Preferred Stock --------------- Consideration." -------------
Conversion of Target Preferred Stock. Target shall use commercially reasonable efforts to cause the conversion of all outstanding Target Preferred Stock into Target Common Stock in accordance with the Target's Articles of Incorporation.
Conversion of Target Preferred Stock. All Target Preferred Stock shall have been converted into Common Stock.
