Conversion of Target Stock Sample Clauses

Conversion of Target Stock. Subject to Section 2.5(e), the shares of Target Stock (other than shares to be canceled and retired in accordance with Section 2.3(a) and shares held by any holder who shall have perfected such holder's appraisal rights under the DGCL) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive Eight Hundred Ninety Three Thousand Five Hundred (893,500) shares of Acquiror Common Stock (the "Merger Securities") and cash consideration equal to (i) the product of $2.00 multiplied by the difference between the number of issued and outstanding shares of Target Stock on the Closing Date and 5,361,000, (ii) less Deal Expenses of $700,000, (iii) plus $0.18 multiplied by the number of canceled options and warrants entitled to receive Cash Out Amount pursuant to Section 2.6(a). In connection with seeking approval of this Agreement and the Merger from the Target Shareholders, the Target shall ask each Target Shareholder to specify such Target Shareholder's preference for the Merger Securities and Cash Component to be received in consideration of such Target Shareholder's Target Stock (the "Preference Specification"). The Preference Specification shall (i) be in the form attached as Exhibit 1, (ii) be delivered by the Target to the Target Shareholders with the notice of the Target Shareholder Meeting, (iii) provide for each Target Shareholder to designate such Target Shareholder's preference for the Merger Consideration payable to such Target Shareholder to be allocated between Merger Securities and Cash Component, and (iv) provide that the Preference Specification must be delivered to the Target not less than three business days prior to the Closing to be effective. In the event that an effective and fully completed Preference Specification for any Target Shareholder is not received by the Target by such date, such Target Shareholder shall be entitled to receive Merger Consideration allocated to Merger Securities and Cash Component in proportion to the amount of Merger Securities and Cash Component remaining after taking into account all effective and fully completed Preference Specifications. Notwithstanding any Preference Specification, the Merger Consideration shall consist of, and the Target Shareholders shall receive, 893,500 shares of Acquiror Common Stock plus the Cash Component. In the event the Preference Specifications, in the aggregate, specify less than 893,500, then the difference between 893,500 and the amo...
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Conversion of Target Stock. At the Effective Time of the Merger, the shares of the Target Common Stock, Series A Preferred Stock, and Series B Preferred Stock, $0.001 par value per share, issued to and then outstanding and held by shareholders of Target (“Target Stock”) shall be converted into the right to receive .16 of one outstanding share of Acquisition Parent common stock, $1.00 par value per share (the “Acquisition Parent Common Stock”), and, as a result, the former shareholders of Target shall own such number of shares of the issued and outstanding Acquisition Parent Common Stock as are set forth for each former Target shareholder on Schedule 1.4. Any fractional shares resulting from this exchange formula shall be rounded down to the nearest share. No cash in lieu of fractional shares will be paid. In addition, at the Effective Time of the Merger, as part of such conversion, each holder of one share of Target Series A Preferred Stock or Series B Preferred Stock immediately prior to the Merger will receive one Series A Warrant or Series B Warrant, respectively, in the form attached as Exhibits B and C, respectively.
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Conversion of Target Stock. Subject to the provisions of Sections 2.1(e), and (f) and Section 2.3 hereof, at the Effective Time:
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Conversion of Target Stock. Immediately prior to the Effective Time, all outstanding shares of Target Preferred Stock (or rights to purchase same) shall be converted into shares of Target Common Stock (the "CONVERSION"), and then each share of Target Common Stock then issued and outstanding, other than shares, if any, for which dissenters' rights have been or will be perfected in compliance with California Law, will, by virtue of the Merger and at the Effective Time, and without further action on the part of any holder thereof, be converted into the right to receive a fraction (the "APPLICABLE FRACTION") of a fully paid and nonassessable share of Acquirer Common Stock, $0.001 par value ("Acquirer Common Stock"), the numerator of which is 2,000,000 shares and the denominator of which is the total number of shares of Target Common Stock Equivalents (as defined below). For purposes of this Section, "Target Common Stock Equivalents" means the total number of shares of Target Common Stock outstanding (after giving effect to the Conversion), plus the total number of shares of Target Common Stock that could be obtained through the exercise or conversion of all other outstanding rights, options and convertible securities (whether or not exercisable or convertible), in each case immediately prior to the Effective Time.
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Conversion of Target Stock. Subject to Section 2.2, each issued and outstanding share of Target Common Stock (other than shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares as defined below) shall be converted automatically into the right to receive a number of shares of fully paid and nonassessable common stock, $.001 par value, of Buyer ("Buyer Common Stock") equal to the Conversion Number (as defined below). For purposes of this Agreement:
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Conversion of Target Stock. At the Effective Time, (a) each share of the common stock of Target (the “Target Common Stock”) that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger and without the need for any further action on the part of the holders of the Target Common Stock (except as expressly provided herein), be converted into and represent the right to receive (i) the Per Share Merger Consideration and (ii) a portion of the Earn-Out Payments determined in accordance with Section 1.9 and (b) each share of Target Common Stock that is held in treasury will automatically be cancelled without consideration being paid therefor.
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Conversion of Target Stock. At the Effective Time, the following actions shall occur:
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Conversion of Target Stock 
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Related to Conversion of Target Stock

  • 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 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.

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • 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 to Common Stock Each vested RSU shall convert into one (1) share of Common Stock on the applicable Vesting Date; provided, that, if the applicable Vesting Date occurs during a period in which Executive is (a) subject to a lock-up agreement restricting Executive’s ability to sell Common Stock in the open market, (b) restricted from selling Common Stock in the open market because a trading window is not available, in the opinion of Company, or (c) trading is otherwise not appropriate, in the reasonable and good faith opinion of Company, such conversion of vested RSUs into shares of Common Stock shall be delayed until the date immediately following the expiration of the lock-up agreement or the opening of a trading window or confirmation by Company that trading is appropriate, as the case may be.

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

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • 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:

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Conversion of Company Common 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:

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