Conversion of Weeks Capital Stock Into Duke Capital Stock Sample Clauses

Conversion of Weeks Capital Stock Into Duke Capital Stock. At the --------------------------------------------------------- Effective Time, except as provided in Section 2.1(a), (i) each issued and outstanding share of Weeks Common Stock shall be converted by virtue of the REIT Merger, automatically and without any action on the part of the holder thereof, into the right to receive from the Surviving Corporation 1.38 (the "Exchange -------- Ratio") fully paid and nonassessable shares of common stock, par value $.01 per ----- share, of Duke "Duke Common Stock"), (ii) each issued and outstanding share of ----------------- Weeks Series A Preferred Stock shall be converted by virtue of the REIT Merger, automatically and without any action on the part of the holder thereof, into the right to receive from the Surviving Corporation one fully paid and nonassessable preference share (a "Series F Preference Share"), representing 1/1000 of a share ------------------------- of 8.0% Series F Cumulative Redeemable Preferred Stock, par value $.01 per share, of Duke "Duke Series F Preferred Stock") and (iii) each issued and ----------------------------- outstanding share of Weeks Series D Preferred Stock (if any) shall be converted, by virtue of the REIT Merger, automatically and without any action on the part of the holder thereof, into the right to receive from the Surviving Corporation one fully paid and nonassessable preference share (a "Series H Preference ------------------- Share", and together with the Series F Preference Shares, the "New Duke -------- Preference Shares"), representing 1/1000 of a share of 8.625% Series H ----------------- Cumulative Redeemable Preferred Stock, par value $0.01 per share, of Duke "Duke ---- Series H Preferred Stock", and together with the Duke Series F Preferred Stock, ------------------------ the "New Duke Preferred Stock"). At the Effective Time, all shares of Weeks ------------------------ Common Stock and Weeks Preferred Stock outstanding immediately prior to the Effective Time shall cease to be outstanding and automatically shall be cancelled and retired and all rights with respect thereto shall cease to exist, and each holder of a certificate representing any shares of Weeks Common Stock or Weeks Preferred Stock (a "Certificate") shall cease to have any rights with respect thereto, ----------- except the right to receive, upon surrender of such Certificate in accordance with Section 2.2(c), a certificate or certificates representing the shares of Duke Common Stock or New Duke Prefere...
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Related to Conversion of Weeks Capital Stock Into Duke 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:

  • 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.

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

  • Dividends; Capital Stock Declare or pay, directly or indirectly, any dividends or make any other distribution, or payment, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of capital stock (or any options, warrants, rights or other equity securities or agreements relating to any capital stock) of the Borrower, or set apart any sum for the aforesaid purposes (collectively, “Restricted Payments”), except that:

  • 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 Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any shares of capital stock of the Company, Parent or Merger Sub:

  • Capital Stock of the Company The authorized capital stock of the COMPANY is as set forth in Section 1.4(i). All of the issued and outstanding shares of the capital stock of the COMPANY are owned by the STOCKHOLDERS and in the amounts set forth in Annex II and further, except as set forth on Schedule 5.3, are owned free and clear of all liens, security interests, pledges, charges, voting trusts, restrictions, encumbrances and claims of every kind. All of the issued and outstanding shares of the capital stock of the COMPANY have been duly authorized and validly issued, are fully paid and nonassessable, are owned of record and beneficially by the STOCKHOLDERS and further, such shares were offered, issued, sold and delivered by the COMPANY in compliance with all applicable state and federal laws concerning the issuance of securities. Further, none of such shares were issued in violation of the preemptive rights of any past or present stockholder.

  • Capital Stock Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities, the following shall occur:

  • 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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