Conversion Ratio. Upon notice to the Corporation that any dividends, including, without limitation, Accruing Dividends were not timely paid in cash within the time period described for payment in Section 2.1, if the Corporation fails to pay, in full, all dividends due to the holders of Series A Non-Voting Preferred Stock within five Business Days of receipt of such notice, or at any time after the third anniversary of the Issue Date, each share of Series A Non-Voting Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (a) the Series A Original Issue Price plus any accrued and unpaid dividends thereon, including, without limitation, Accruing Dividends thereon by (b) the Series A Conversion Price (as defined below). The “Series A Conversion Price” applicable to the Series A Non-Voting Preferred Stock shall equal the per day average volume-weighted price per share as reported by S&P Capital IQ, or any successor thereto, through its “Volume Weighted Average Price” function, for a share of Common Stock in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session for the 10-day trading period immediately preceding the date of calculation of the Conversion Price; provided, however, that if any such conversion, or the issuance of the Series A Non-Voting Preferred Stock with such conversion rights, would require the Corporation, under the rules of the Nasdaq stock exchange (or any other exchange on which the Corporation’s Common Stock is then trading), to obtain the written consent or affirmative vote of holders of its capital stock to effect such conversion, the Corporation shall be entitled to reduce the number of shares of Common Stock into which any share of Series A Non-Voting Preferred Stock may convert such that the Corporation would not be required to obtain such written consent or affirmative vote, so long as the Corporation, concurrently with such conversion, pays the holder of such share (1) for each whole share of Common Stock into which such share of Series A Non-Voting Preferred Stock would have otherwise converted, cash equal to the Series A Conversion Price, and (2) for each fractional share of Common Stock into which such share of Series A Non-Voting Preferred Stock would have otherwise converted, cash equal to such fraction multiplied by the Series A Conversion Price.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (American Public Education Inc)
Conversion Ratio. (a) Upon notice to the Corporation that any dividends, including, without limitation, Accruing Dividends were not timely paid in cash within the time period described for payment in Section 2.1, if the Corporation fails to pay, in full, all dividends due to the holders of Series A Non-Voting Preferred Stock within five Business Days of receipt of such notice, or at any time after the third anniversary of the Issue Dateconversion, each share of Series A Non-Voting Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, converted into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing (a) the Series A Original Issue Price plus any accrued and unpaid dividends thereon, including, without limitation, Accruing Dividends thereon by (b) the Series A Conversion Price (as defined below). The “Series A Conversion Price” applicable to the Series A Non-Voting Preferred Stock shall equal the per day average volume-weighted price per share as reported by S&P Capital IQ, or any successor thereto, through its “Volume Weighted Average Price” function, for a share of Common Stock in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session for the 10-day trading period immediately preceding the date of calculation of the Conversion Price; provided, however, that if any such conversion, or the issuance of the Series A Non-Voting Preferred Stock with such conversion rights, would require the Corporation, under the rules of the Nasdaq stock exchange (or any other exchange on which the Corporation’s Common Stock is then trading), to obtain the written consent or affirmative vote of holders of its capital stock to effect such conversion, the Corporation shall be entitled to reduce the number of shares of Common Stock into which that results from dividing the Original Purchase Price by the Conversion Price in effect at the time of conversion.
(b) The initial Conversion Price will be the Original Purchase Price, so that prior to any adjustment from time to time under certain instances as hereinafter provided, each share of Series A Non-Voting Preferred Stock may shall be convertible into one share of Common Stock.
(c) In the case of optional conversion, before any holder of Series A Preferred Stock shall be entitled to convert the same into Common Stock, such holder shall surrender the certificate or certificates therefor (or an affidavit certifying that such certificate has been mutilated or apparently lost, destroyed or stolen along with an appropriate indemnity), duly endorsed, to the Corporation would office of the corporation or any transfer agent for such Series A Preferred Stock and shall give written notice to the corporation at such office that it elects to convert the same. The corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder, or to its nominee or nominees, certificates for the number of full shares of Common Stock to which it shall be entitled, together with cash in lieu of any fraction of a share as hereinafter provided, and, if less than all of the shares represented by such certificate are converted, a certificate representing the shares of Series A Preferred Stock not converted. Such conversion shall be deemed to have been made as of the date of such surrender of the certificate for the stock to be converted, and the person or persons entitled to receive the Common Stock deliverable upon such conversion shall be treated for all purposes as the record holder or holders of such Common Stock on such date. If the conversion is in connection with an offer of securities registered pursuant to the Securities Act of 1933, as amended, the conversion may, at the option of any holder tendering shares of Series A Preferred Stock for conversion, be conditioned upon the closing of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Common Stock deliverable upon such conversion of the Series A Preferred Stock shall not be required deemed to obtain have converted such written consent or affirmative voteSeries A Preferred Stock until effective with the closing of such sale of securities.
(d) In the case of automatic conversion, so long on and after the related conversion event, notwithstanding that any certificates for such shares of Series A Preferred Stock subject to such conversion shall not have been surrendered for conversion, the shares of Series A Preferred Stock evidenced thereby shall be deemed to be no longer outstanding, and all rights with respect thereto shall forthwith cease and terminate, except only the rights of the holder (i) to receive the shares of Common Stock to which such holder shall be entitled upon conversion thereof and to be deemed for all purposes as the Corporation, concurrently with such conversion, pays the record holder of such share (1) for each whole share of Common Stock into which such share as of Series A Non-Voting Preferred Stock would have otherwise converted, cash equal to the Series A Conversion Priceautomatic conversion date, and (2ii) for each to receive the amount of cash payable in respect of any fractional share of Common Stock into to which such share of Series A Non-Voting Preferred Stock would have otherwise converted, cash equal to such fraction multiplied by the Series A Conversion Priceholder shall be entitled.
Appears in 1 contract
Conversion Ratio. Upon notice to On the Corporation that any dividendsdate hereof, including, without limitation, Accruing Dividends were not timely paid in cash within the time period described for payment in Section 2.1, if the Corporation fails to pay, in full, all dividends due to the holders of conversion ration ("Conversion Ratio") shall equal one Series A Non-Voting Preferred Stock within five Business Days of receipt of such notice, or at any time after the third anniversary of the Issue Date, each share of Series A Non-Voting Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing Share for one (a1) the Series A Original Issue Price plus any accrued and unpaid dividends thereon, including, without limitation, Accruing Dividends thereon by (b) the Series A Conversion Price (as defined below). The “Series A Conversion Price” applicable to the Series A Non-Voting Preferred Stock shall equal the per day average volume-weighted price per share as reported by S&P Capital IQ, or any successor thereto, through its “Volume Weighted Average Price” function, for a share of Common Stock in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session for the 10-day trading period immediately preceding the date of calculation of the Conversion Price; Stock, provided, however, that if the Conversion Ratio shall be subject to adjustment in accordance with and at the times provided in this paragraph, as follows:
(a) In case issued and outstanding shares of Common Stock shall be subdivided or split up into a greater number of shares of the Common Stock, the Conversion Ratio in effect at the opening of business on the business day immediately preceding the date fixed for the determination of the stockholders whose shares of Common Stock shall be subdivided or split up (the "Split Record Date") shall be proportionately increased, and in case issued and outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Ratio in effect at the opening of business on the business day immediately preceding the date fixed for the determination of the stockholders whose shares of Common Stock shall be combined (the "Combination Record Date") shall be proportionately decreased, such increase or decrease, as the case may be, becoming effective immediately after the opening of business on the business day immediately after the Split Record Date or the Combination Record Date, as the case may be.
(b) In case of any such conversioncapital reorganization, any reclassification of the stock of the Company (other than as a result of a stock dividend or subdivision, split up or combination of shares), or the issuance merger of the Company with or into another person or entity (other than a merger in which the Company is the continuing corporation and which does not result in any change in the Common Stock) or of the sale, exchange, lease, transfer or other disposition of all or substantially all of the properties and assets of the Company as an entirety or the participation by the Company in a share exchange as the corporation the stock of which is to be acquired, the Series A Non-Voting Preferred Stock with Shares shall (effective on the opening of business on the date after the effective date of such conversion rightsreorganization, would require reclassification, merger, sale or exchange, lease, transfer or other disposition or share exchange) be convertible into the Corporation, under the rules kind and number of shares of stock or other securities or property of the Nasdaq stock exchange (Company or any other exchange on of the corporation resulting from surviving such merger or to which such properties and assets shall have been sold, exchanged, leased, transferred or otherwise disposed or which was the corporation whose securities were exchanged for those of the Company to which the Corporation’s Common Stock is then trading), to obtain the written consent or affirmative vote holder of holders of its capital stock to effect such conversion, the Corporation shall be entitled to reduce the number of shares of Common Stock into which any deliverable (at the close of business on the date immediately preceding the effective date of such reorganization, reclassification, merger, sale, exchange, lease, transfer or other disposition or share exchange) upon conversion of Series A Non-Voting Preferred Stock may convert Shares would have been entitled upon such reorganization, reclassification, merger, sale, exchange, lease, transfer or other disposition or share exchange. The provisions of this paragraph 8.7(b)shall similarly apply to successive reorganizations, reclassifications, mergers, sales, exchanges, leases, transfers or other dispositions or other share exchanges.
(c) Whenever the Conversion Ratio shall be adjusted as provided in paragraph 8.6 hereof, the Company shall prepare and send to the holders of the Series A Preferred Shares a statement, signed by the chief financial officer of the Company, showing in detail the facts requiring such adjustment and the Conversion Ratio that shall be in effect after such adjustment.
(d) No adjustment of the conversion rate shall be made in any of the following cases:
(i) upon the grant or exercise of stock options hereafter granted, or under any employee stock option plan now or hereafter authorized, to the extent that the Corporation would not aggregate of the number of shares which may be required purchased under such options and the number of shares issued under such employee stock purchase plan is less than or equal to obtain such written consent ten percent (10%) of the number of shares of Common Stock outstanding on January 1 of the year of the grant or affirmative voteexercise;
(ii) shares of Common Stock issued upon the conversion of Preferred Stock;
(iii) shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation, so long as and shares issued in connection with the Corporation, concurrently acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including shares issued in connection with such conversionacquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), pays shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company's subsidiary is the surviving corporation, and shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger;
(iv) shares issued by way of dividend or other distribution on Common Stock excluded from the calculation of the adjustment under this subparagraph 8.7(d) or on Common Stock resulting from any subdivision or combination of Common Stock so excluded; or
(v) shares issued pursuant to all stock options and warrants outstanding on the date of the filing of these Articles.
(e) In the event the Company shall propose to take any action of the types described in paragraph 8.6 hereof, the Company shall give notice to the holder of such share (1) for each whole share of Common Stock into which such share of Series A Non-Voting Preferred Stock would have otherwise converted, cash equal to the Series A Conversion PricePreferred Shares, which notice shall specify the record date, if any, with respect to any such action and (2) for each fractional share of Common Stock into the date on which such share action is to take place. Such notice shall be given on or prior to the earlier of Series A Non-Voting Preferred Stock would have otherwise converted30 days prior to the record date or the date which such action shall be taken. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Ratio and the number, cash equal to kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such fraction multiplied by action or deliverable upon conversion of the Series A Conversion PricePreferred Shares. Failure to give notice in accordance with this paragraph 8.7(d) shall not render such action ultra xxxxx, illegal or invalid.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Cytation Com Inc)
Conversion Ratio. Upon notice to the Corporation that any dividends, including, without limitation, Accruing Dividends were not timely paid in cash within the time period described for payment in Section 2.1, if the Corporation fails to pay, in full, all dividends due to the holders of Series A Non-Voting Preferred Stock within five Business Days of receipt of such notice, or at any time after the third anniversary of the Issue Date, each Each share of Series A Non-Voting Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable nonassessable shares of Common Stock as is determined by dividing (a) the Series A Original Issue Price plus any accrued and unpaid dividends thereon, including, without limitation, Accruing Dividends thereon by (b) the Series A Conversion Price (as defined below)) in effect at the time of conversion. The “Series A Conversion Price” applicable shall initially be equal to the $0.60. Such initial Series A Non-Voting Conversion Price, and the rate at which shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series B Preferred Stock shall equal be convertible, at the per day average volume-weighted price per share as reported by S&P Capital IQ, or any successor thereto, through its “Volume Weighted Average Price” function, for a share of Common Stock in respect option of the period holder thereof, at any time and from time to time, and without the scheduled open payment of trading until additional consideration by the scheduled close of trading of the primary trading session for the 10-day trading period immediately preceding the date of calculation of the Conversion Price; providedholder thereof, however, that if any into such conversion, or the issuance of the Series A Non-Voting Preferred Stock with such conversion rights, would require the Corporation, under the rules of the Nasdaq stock exchange (or any other exchange on which the Corporation’s Common Stock is then trading), to obtain the written consent or affirmative vote of holders of its capital stock to effect such conversion, the Corporation shall be entitled to reduce the number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series B Original Issue Price by the Series B Conversion Price (as defined below) in effect at the time of conversion. The “Series B Conversion Price” shall initially be equal to $1.10. Such initial Series B Conversion Price, and the rate at which shares of Series B Preferred Stock may be converted into which any shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series A Non-Voting C Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series C Original Issue Price by the Series C Conversion Price (as defined below) in effect at the time of conversion. The “Series C Conversion Price” shall initially be equal to $3.0069. Such initial Series C Conversion Price, and the rate at which shares of Series C Preferred Stock may convert such that be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series D Preferred Stock shall be convertible, at the Corporation would not be required to obtain such written consent or affirmative vote, so long as the Corporation, concurrently with such conversion, pays option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such share (1) for each whole share number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series D Original Issue Price by the Series D Conversion Price (as defined below) in effect at the time of conversion. The “Series D Conversion Price” shall initially be equal to $4.4930. Such initial Series D Conversion Price, and the rate at which shares of Series D Preferred Stock may be converted into which such shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series A Non-Voting D-1 Preferred Stock would have otherwise convertedshall be convertible, cash at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series D-1 Original Issue Price by the Series D-1 Conversion Price (as defined below) in effect at the time of conversion. The “Series D-1 Conversion Price” shall initially be equal to $5.1503. Such initial Series D-1 Conversion Price, and the rate at which shares of Series D-1 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series E-1 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series E-1 Original Issue Price by the Series E-1 Conversion Price (as defined below) in effect at the time of conversion. The “Series E-1 Conversion Price” shall initially be equal to $11.7323. Such initial Series E-1 Conversion Price, and the rate at which shares of Series E-1 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. Each share of Series E-2 Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and nonassessable shares of Common Stock as is determined by dividing the Series E-2 Original Issue Price by the Series E-2 Conversion Price (as defined below) in effect at the time of conversion. The “Series E-2 Conversion Price” shall initially be equal to $13.6239. Such initial Series E-2 Conversion Price, and the rate at which shares of Series E-2 Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment as provided below. For purposes hereof, (a) the term “Conversion Price” means the Series A Conversion Price, and (2) for each fractional share of Common Stock into which such share of the Series A Non-Voting Preferred Stock would have otherwise convertedB Conversion Price, cash equal the Series C Conversion Price, the Series D Conversion Price, the Series D-1 Conversion Price, the Series E-1 Conversion Price or the Series E-2 Conversion Price as applicable to such fraction multiplied by the Series A Conversion Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock, respectively, and (b) the term “Original Issue Price” means the Series A Original Issue Price, the Series B Original Issue Price, the Series C Original Issue Price, the Series D Original Issue Price, the Series D-1 Original Issue Price, the Series E-1 Original Issue Price or the Series E-2 Original Issue Price as applicable to the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series D-1 Preferred Stock, Series E-1 Preferred Stock or Series E-2 Preferred Stock.
Appears in 1 contract
Samples: Business Combination Agreement (Pioneer Merger Corp.)
Conversion Ratio. Upon notice to On the Corporation that any dividendsdate hereof, including, without limitation, Accruing Dividends were not timely paid in cash within the time period described for payment in Section 2.1, if the Corporation fails to pay, in full, all dividends due to the holders of conversion ration ("Conversion Ratio") shall equal one Series A Non-Voting Preferred Stock within five Business Days of receipt of such notice, or at any time after the third anniversary of the Issue Date, each share of Series A Non-Voting Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from time to time, and without the payment of additional consideration by the holder thereof, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing Share for one (a1) the Series A Original Issue Price plus any accrued and unpaid dividends thereon, including, without limitation, Accruing Dividends thereon by (b) the Series A Conversion Price (as defined below). The “Series A Conversion Price” applicable to the Series A Non-Voting Preferred Stock shall equal the per day average volume-weighted price per share as reported by S&P Capital IQ, or any successor thereto, through its “Volume Weighted Average Price” function, for a share of Common Stock in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session for the 10-day trading period immediately preceding the date of calculation of the Conversion Price; Stock, provided, however, that if the Conversion Ratio shall be subject to adjustment in accordance with and at the times provided in this paragraph, as follows:
(a) In case issued and outstanding shares of Common Stock shall be subdivided or split up into a greater number of shares of the Common Stock, the Conversion Ratio in effect at the opening of business on the business day immediately preceding the date fixed for the determination of the stockholders whose shares of Common Stock shall be subdivided or split up (the "Split Record Date") shall be proportionately increased, and in case issued and outstanding shares of Common Stock shall be combined into a smaller number of shares of Common Stock, the Conversion Ratio in effect at the opening of business on the business day immediately preceding the date fixed for the determination of the stockholders whose shares of Common Stock shall be combined (the "Combination Record Date") shall be proportionately decreased, such increase or decrease, as the case may be, becoming effective immediately after the opening of business on the business day immediately after the Split Record Date or the Combination Record Date, as the case may be.
(b) In case of any such conversioncapital reorganization, any reclassification of the stock of the Company (other than as a result of a stock dividend or subdivision, split up or combination of shares), or the issuance merger of the Company with or into another person or entity (other than a merger in which the Company is the continuing corporation and which does not result in any change in the Common Stock) or of the sale, exchange, lease, transfer or other disposition of all or substantially all of the properties and assets of the Company as an entirety or the participation by the Company in a share exchange as the corporation the stock of which is to be acquired, the Series A Non-Voting Preferred Stock with Shares shall (effective on the opening of business on the date after the effective date of such conversion rightsreorganization, would require reclassification, merger, sale or exchange, lease, transfer or other disposition or share exchange) be convertible into the Corporation, under the rules kind and number of shares of stock or other securities or property of the Nasdaq stock exchange (Company or any other exchange on of the corporation resulting from surviving such merger or to which such properties and assets shall have been sold, exchanged, leased, transferred or otherwise disposed or which was the corporation whose securities were exchanged for those of the Company to which the Corporation’s Common Stock is then trading), to obtain the written consent or affirmative vote holder of holders of its capital stock to effect such conversion, the Corporation shall be entitled to reduce the number of shares of Common Stock into which any deliverable (at the close of business on the date immediately preceding the effective date of such reorganization, reclassification, merger, sale, exchange, lease, transfer or other disposition or share exchange) upon conversion of Series A Non-Voting Preferred Stock may convert Shares would have been entitled upon such reorganization, reclassification, merger, sale, exchange, lease, transfer or other disposition or share exchange. The provisions of this paragraph 8.7(b) shall similarly apply to successive reorganizations, reclassifications, mergers, sales, exchanges, leases, transfers or other dispositions or other share exchanges.
(c) Whenever the Conversion Ratio shall be adjusted as provided in paragraph 8.6 hereof, the Company shall prepare and send to the holders of the Series A Preferred Shares a statement, signed by the chief financial officer of the Company, showing in detail the facts requiring such adjustment and the Conversion Ratio that shall be in effect after such adjustment.
(d) No adjustment of the conversion rate shall be made in any of the following cases:
(i) upon the grant or exercise of stock options hereafter granted, or under any employee stock option plan now or hereafter authorized, to the extent that the Corporation would not aggregate of the number of shares which may be required purchased under such options and the number of shares issued under such employee stock purchase plan is less than or equal to obtain such written consent ten percent (10%) of the number of shares of Common Stock outstanding on January 1 of the year of the grant or affirmative voteexercise;
(ii) shares of Common Stock issued upon the conversion of Preferred Stock;
(iii) shares issued in connection with the acquisition by the Company or by any subsidiary of the Company of 80% or more of the assets of another corporation, so long as and shares issued in connection with the Corporation, concurrently acquisition by the Company or by any subsidiary of the Company of 80% or more of the voting shares of another corporation (including shares issued in connection with such conversionacquisition of voting shares of such other corporation subsequent to the acquisition of an aggregate of 80% of such voting shares), pays shares issued in a merger of the Company or a subsidiary of the Company with another corporation in which the Company or the Company's subsidiary is the surviving corporation, and shares issued upon the conversion of other securities issued in connection with any such acquisition or in any such merger;
(iv) shares issued by way of dividend or other distribution on Common Stock excluded from the calculation of the adjustment under this subparagraph 8.7(d) or on Common Stock resulting from any subdivision or combination of Common Stock so excluded; or
(v) shares issued pursuant to all stock options and warrants outstanding on the date of the filing of these Articles.
(e) In the event the Company shall propose to take any action of the types described in paragraph 8.6 hereof, the Company shall give notice to the holder of such share (1) for each whole share of Common Stock into which such share of Series A Non-Voting Preferred Stock would have otherwise converted, cash equal to the Series A Conversion PricePreferred Shares, which notice shall specify the record date, if any, with respect to any such action and (2) for each fractional share of Common Stock into the date on which such share action is to take place. Such notice shall be given on or prior to the earlier of Series A Non-Voting Preferred Stock would have otherwise converted30 days prior to the record date or the date which such action shall be taken. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the Conversion Ratio and the number, cash equal to kind or class of shares or other securities or property which shall be deliverable or purchasable upon the occurrence of such fraction multiplied by action or deliverable upon conversion of the Series A Conversion PricePreferred Shares. Failure to give notice in accordance with this paragraph 8.7(d) shall not render such action ultra virex, xxlegal or invalid.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Collegelink Com Incorp)
Conversion Ratio. Upon notice Subject to the Corporation that any dividends, including, without limitation, Accruing Dividends were not timely paid in cash within the time period described for payment in Section 2.1, if the Corporation fails to pay, in full, all dividends due other provisions of this Article III and to the holders provisions of Series A Non-Voting Preferred Stock within five Business Days of receipt of such notice, or at any time after the third anniversary of the Issue DateSection 7.10, each share of Series Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Company Common Stock described in Subsection 3.01(e)) shall be converted into 18.525 shares of Acquiror Class B Common Stock, the right to receive $102.38 in cash, the right to receive the CTOC Earnout Shares, if any (which right shall in no event entitle the holder and any permitted assignees to more than 2.730 shares of Acquiror Class B Common Stock per share of Company Common Stock) and the right to receive the Initial Earnout Shares and the Supplemental Earnout Shares, if any (which right shall in no event entitle the holder and any permitted assignees to more than 15.795 shares of Acquiror Class B Common Stock per share of Company Common Stock plus such portion of the 2.730 shares of Acquiror Class B Common Stock per share of Company Common Stock as were not received as CTOC Earnout Shares). The right to receive the CTOC Earnout Shares and the right to receive the Initial Earnout Shares and the Supplemental Earnout Shares shall not be assignable except by operation of Law, by death pursuant to a will or the Laws of descent and distribution, by transfer to a member of the immediate family of the Designated Company Stockholder or a trust for the benefit of any such family member, by transfer to another Designated Company Stockholder, by transfer to a commercial bank or other lending institution in accordance with the terms of a bona fide pledge or, in the case of a Designated Company Stockholder that is a legal entity, by such entity to an affiliate or successor of such entity or to the purchaser of all or substantially all of that entities assets, all of which exceptions shall be permitted if the transferor or transferee shall give notice of such assignment, together with such information as may be reasonably necessary to evidence qualification of the transferee to be an assignee thereof, to the Acquiror and the transferee shall have executed the Stockholders' Agreement. The Acquiror shall issue any CTOC Earnout Shares on the CTOC Payout Date, any Initial Earnout Shares on the Initial Payout Date and any Supplemental Earnout Shares on the AGREEMENT AND PLAN OF MERGER Supplemental Payout Date. Notwithstanding the foregoing, (i) if between the date of this Agreement and the Effective Time the outstanding shares of common stock, par value $0.001 per share, of the Acquiror as constituted prior to the effectuation of the Charter Amendment or the Acquiror Class A Non-Voting Preferred Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares (a "Share Adjustment"), the Merger Consideration Per Share of Company Common Stock shall be convertiblecorrespondingly adjusted to reflect such Share Adjustment and (ii), at if between the option Effective Time and the Supplemental Payout Date the outstanding shares of Acquiror Class B Common Stock shall be subject to a Share Adjustment, the numbers of CTOC Earnout Shares, Initial Earnout Shares and Supplemental Earnout Shares payable with respect to a share of Company Common Stock outstanding immediately prior to the Effective Time shall, to the extent the record date for such Share Adjustment shall have occurred, or the Share Adjustment shall otherwise have become effective, prior to the CTOC Payout Date, the Initial Payout Date or the Supplemental Payout Date, as appropriate, be correspondingly adjusted to reflect such Share Adjustment. Upon exercise of the holder thereof, at any time and from time to time, and without the payment of additional consideration Warrants issued by the holder thereofCompany from and after the Effective Time in accordance with their terms, into such number the Acquiror will issue the Merger Consideration Per Share of fully paid and non-assessable shares Company Common Stock for each share of Company Common Stock as is determined by dividing (a) the Series A Original Issue Price plus any accrued and unpaid dividends thereon, including, without limitation, Accruing Dividends thereon by (b) the Series A Conversion Price (as defined below). The “Series A Conversion Price” applicable to the Series A Non-Voting Preferred Stock shall equal the per day average volume-weighted price per share as reported by S&P Capital IQ, or any successor thereto, through its “Volume Weighted Average Price” function, for a share of Common Stock in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session for the 10-day trading period immediately preceding the date of calculation of the Conversion Price; provided, however, that if any such conversion, or the issuance of the Series A Non-Voting Preferred Stock with such conversion rights, would require the Corporation, under the rules of the Nasdaq stock exchange (or any other exchange on which the Corporation’s Common Stock is then trading), to obtain the written consent or affirmative vote of holders of its capital stock to effect such conversion, the Corporation shall be entitled to reduce the number of shares of Common Stock into which any share of Series A Non-Voting Preferred Stock may convert such that the Corporation would not be required to obtain such written consent or affirmative vote, so long as the Corporation, concurrently with such conversion, pays the holder of such share (1) for each whole share of Common Stock into which such share of Series A Non-Voting Preferred Stock would have otherwise converted, cash equal to the Series A Conversion Price, and (2) for each fractional share of Common Stock into which such share of Series A Non-Voting Preferred Stock would have otherwise converted, cash equal to such fraction multiplied by the Series A Conversion PriceWarrants are exercised.
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