CONVERSION OF TRUST CAPITAL STOCK INTO COMPANY CAPITAL STOCK Sample Clauses

CONVERSION OF TRUST CAPITAL STOCK INTO COMPANY CAPITAL STOCK. At the Effective Time, except as provided in Section 2.1(a), (i) each issued and outstanding Class A share of beneficial interest of the Trust, par value $1.00 per share (the "TRUST CLASS A COMMON SHARES"), shall be converted by virtue of the Incorporation Merger, automatically and without any action on the part of the holder thereof, into the right to receive one fully paid and nonassessable share of common stock, par value $.001 per share, of the Company (the "COMPANY COMMON STOCK"), (ii) each issued and outstanding Class B share of beneficial interest of the Trust, par value $.01 per share (the "TRUST CLASS B COMMON SHARES"), shall be converted by virtue of the Incorporation Merger, automatically and without any action on the part of the holder thereof, into the right to receive one forty-ninth of one fully paid and nonassessable share of Company Common Stock and (iii) each issued and outstanding 9.5% Series A Preferred Share of beneficial interest of the Trust, par value $.01 per share, (the "TRUST PREFERRED SHARES") shall be converted by virtue of the Incorporation Merger, automatically and without any action on the part of the holder thereof, into the right to receive one fully paid and nonassessable share of 9.5% Series A Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Company (the "COMPANY PREFERRED STOCK"). The voting powers, rights and preferences of the Company Preferred Stock are intended to be substantially identical to the powers, rights and preferences of the Trust Preferred Shares. At the Effective Time, certificates representing the Trust Class A Common Shares, the Trust Class B Common Shares and the Trust Preferred Shares before the Incorporation Merger, will represent the Company Common Stock and the Company Preferred Stock, as applicable, and it will not be necessary for shareholders of the Trust to surrender or exchange their existing share certificates for new stock certificates. In the event the number of shares of Company Common Stock to be issued to a shareholder includes a fraction, the Company will pay to the shareholder, a cash payment in lieu of such fractional shares of Company Common Stock equal to the same fractional proportion of the arithmetic mean of the closing sales price per share of the Company Common Stock on the principal stock exchange on which the Company Common Stock is then listed on each of the three trading days immediately after the Effective Time.
Sample 1
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Related to CONVERSION OF TRUST CAPITAL STOCK INTO COMPANY CAPITAL STOCK

  • 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:

  • Company Capital Stock “Company Capital Stock” shall mean the Company Common Stock and the Company Preferred Stock.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Merger Sub Capital Stock At and after the Effective Time, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.

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

  • Authorized Capital Stock The total number of shares of all classes of capital stock which the Corporation is authorized to issue is 300,000,000 shares, consisting of (a) 200,000,000 shares of common stock, par value $0.0001 per share (the “Common Stock”) and (b) 100,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred 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 Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

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