CONVERSION OF THE COMPANY'S SHARES Sample Clauses

CONVERSION OF THE COMPANY'S SHARES. As a result of the Merger and without any action by the holders thereof, each share of Company Common Stock issued and outstanding immediately prior to the Merger (excluding shares held by the Company as treasury stock, if any, which shares shall be cancelled and extinguished and excluding shares held by dissenting stockholders), and all rights in respect thereof, shall be converted into 1.2 shares of fully paid and non-assessable Common Stock of the Purchaser, par value $1.00 per share (the "Purchaser Common Stock"). The number of shares expressed in the preceding sentence shall sometimes hereafter be referred to as the "Per Share Consideration". From and after the Closing, each certificate which theretofore represented shares of Company Common Stock shall evidence ownership of shares of Purchaser Common Stock on the basis hereinabove set forth, and the conversion shall be complete and effective at the Closing without regard to the date or dates on which outstanding certificates representing converted shares of Company Common Stock may be surrendered for exchange for certificates representing shares of Purchaser Common Stock.
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CONVERSION OF THE COMPANY'S SHARES. (a) At the Closing, Parent and Buyer shall (i) deliver the Cash Consideration in cash payable by wire transfer or delivery of other immediately available funds to the Stockholders; (ii) issue the Notes attached hereto as Exhibits A-1, X-0 xxx A-3 to the Stockholders; (iii) issue to the Stockholders Seven Hundred Eighty-Three Thousand Three Hundred Thirty-Three (783,333) shares of AIM Common Stock; (iv) deliver the Employee Shares to the designated persons; (v) deliver the Escrow Shares to Freedman, Levy, Krolx & Ximoxxx, xxe escrow agent ("Escrow Agent") under the Escrow Agreement; and (vi) satisfy the Company's obligations under the Redemption Transaction, provided however that those obligations do not exceed One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00). All such certificates of the AIM Common Stock shall bear the restrictive legend contained in Section 3.6A(vi) hereof.
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CONVERSION OF THE COMPANY'S SHARES. At the Effective Time, each share of the Company's capital stock outstanding immediately prior thereto (herein referred to as a "Company Share" and collectively as the "Company Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, but subject to this Section and to Sections 1.3, 1.4 and 1.5 below, be canceled and converted into the right to receive, in cash, an amount equal to $1.00 per share (the "Per Share Purchase Price"), except that in no event shall the total amount payable by KLA-Tencor for the Company Shares exceed $3,010,000 (the "Purchase Price"); provided, however that the Purchase Price shall be increased by an amount equal to the Per Share Purchase Price multiplied by the Additional Shares (as defined below) if the Company's Net Cash Position (as defined in Section 5.1(r)) is increased by the Per Share Purchase Price for each of the Additional Shares. For purposes hereof, "Additional Shares" shall mean those Company Shares issued and outstanding at the Effective Time and which were not issued and outstanding as of the date hereof, which are issued upon the exercise of any Warrants (as defined in Section 3.2(b) hereof) for cash pursuant to the terms thereof.
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CONVERSION OF THE COMPANY'S SHARES. Each issued and outstanding share of Company Common Stock (excluding shares converted pursuant to Section 3.1(a) and Dissenters' Shares (as defined in subsection 3.1(c) below)) shall be converted into the right to receive $35.12, subject to the escrow arrangements and the Closing Expenses contemplated by Section 3.2 of this Agreement, and such amount shall be paid in accordance with Section 3.2 of this Agreement.
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CONVERSION OF THE COMPANY'S SHARES. (a) At the Closing, Parent and Buyer shall (i) deliver Two Hundred Fifty Thousand Dollars ($250,000.00) in cash payable by wire transfer or delivery of other immediately available funds to Freedman, Levy, Xxxxx & Xxxxxxx, as escrow agent ("ESCROW AGENT"), after Escrow Agent has received a stock certificate from Xxxx Xxxxxxxxx representing 100 shares of Company Common Stock, with the Escrow Agent being hereby instructed to deliver the funds on behalf of the Sole Stockholder to Xxxx Xxxxxxxxx; (ii) Three Hundred Thousand Dollars ($300,000.00) in cash payable by wire transfer or delivery of other immediately available funds to the Sole Stockholder; (iii) issue the Note attached hereto as Exhibit A-1 to the Sole Stockholder; (iv) issue One Hundred Ninety-One Thousand Six Hundred Sixty-Seven (191,667) shares of AIM Common Stock to the Sole Stockholder at Closing; (v) deliver One Hundred Ninety-One Thousand Six Hundred Sixty Six (191,666) shares of AIM Common Stock in the name of the Sole Stockholder to the Escrow Agent , with such shares to be held in escrow and distributed to the Sole Stockholder as provided in Section 1.3 hereof. All such certificates of AIM Common Stock shall bear the restrictive legend contained in Section 3.6A(vi) hereof.
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CONVERSION OF THE COMPANY'S SHARES. (a) At the Closing, Parent and Buyer shall (i) deliver the Cash Consideration in cash payable by wire transfer or delivery of other immediately available funds to the escrow account of Morrxx, Xxnnxxx & Xartxx, X.L.P., to be distributed as set forth on the attached Schedule 2.1(a); (ii) issue the Notes attached hereto as Exhibits A-1, X-0, X-0, X-0, X-0, X-0, X-7, X-0, X-0 xxx A-10 to the Stockholders; (iii) issue to the Stockholders Eight Hundred Thirty-Three Thousand Three Hundred Thirty-Three (833,333) shares of AIM Common Stock; and (iv) deliver the Escrow Shares to Freedman, Levy, Krolx & Ximoxxx, xxe escrow agent ("Escrow Agent") under the Escrow Agreement. In addition to such delivery and issuance of the Merger Consideration, on the date which is thirty (30) days following the Closing (or on January 3, 2000 in the case of Susax Xxxxxxx), Xarent shall issue in the name of and deliver to certain employees of the Company, as designated on Schedule 2.1(a) attached hereto, Fifty Thousand (50,000) shares of AIM Common Stock (the "Employee Shares"); provided, however, that if any such recipients of the Employee Shares have voluntarily terminated their employment with the Buyer or been terminated for cause by the Buyer prior to the date of delivery of the Employee Shares, then such employees shall not be entitled to receive the Employee Shares and the Warranting Stockholders shall have the right to reallocate such undelivered Employee Shares among the remaining recipients of the Employee Shares. All such certificates of the AIM Common Stock issued pursuant to this Section 2.1(a) shall bear the restrictive legend contained in Section 3.6A(vi) hereof.
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Related to CONVERSION OF THE COMPANY'S SHARES

  • Issuance of the Company’s Common Stock The sale of the shares of Common Stock shall be made in accordance with the provisions and requirements of Regulation D and any applicable state securities law.

  • 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 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 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 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 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 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:

  • Registration of the Common Stock The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor statute)) of the Company and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.

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

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