Conversion Upon Certain Transfers Sample Clauses

Conversion Upon Certain Transfers. In the event any Holder of shares of Series A Common Equivalent Preferred Stock sells, transfers, assigns or otherwise disposes of any shares of Series A Common Equivalent Preferred Stock to any person other than an Attribution Party of such Holder (an “Independent Third Party Transferee”), and after giving effect to such transaction the number of shares of Class A Common Stock (and any other class of a Registered Equity Security of the Company) then beneficially owned by such Independent Third Party Transferee, together with its Attribution Parties, would, upon conversion or exercise in full of the shares of Series A Common Equivalent Preferred Stock and any other securities convertible into or exercisable for, or rights to acquire Class A Common Stock or any other class of Registered Equity Security of the Company (in each case, without giving effect to the Beneficial Ownership Cap or any other similar limitation on conversion or exercise), held by such Independent Third Party and its Attribution Parties, be less than the Beneficial Ownership Cap, then the Company will have the right, exercisable at its election within 10 Business Days following the date the Company or its Transfer Agent is notified of such transfer, to cause all, but not less than all, of the shares of Series A Common Equivalent Preferred Stock so transferred to automatically convert into Conversion Shares without any further action on the part of such Independent Third Party Transferee (a “Transferee Conversion”). In the event the Company elects to exercise its right to effect a Transferee Conversion, the Company will send to such Independent Third Party Transferee a written notice of such Transferee Conversion (a “Transferee Conversion Notice”). Promptly, and in any event within one (1) Trading Day, following delivery of the Transferee Conversion Notice, the Company will send, via electronic mail, to the Transfer Agent an instruction to issue the applicable Conversion Shares to such Independent Third Party Transferee (or to a designee previously identified in writing by such Independent Third Party Transferee) in accordance with such Transferee Conversion Notice. On or before the second Trading Day following the date of receipt by such Independent Third Party Transferee of the Transferee Conversion Notice, if any Unrestricted Condition is satisfied as of the date of the Transferee Conversion Notice, the Transfer Agent shall credit such aggregate number of Conversion Shares to which su...
Sample 1
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Conversion Upon Certain Transfers. (a) Upon the transfer of any share(s) of Series B-1 Preferred Stock or Class B-1 Non-Voting Stock to any Person who is not and does not become an Affiliate or Associate of, or a member of a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with, MHR, and is a Qualified Transferee, then the Series B-1 Preferred Stock (including any Series B PIK Dividends paid or accrued in respect thereof), or Class B-1 Non-Voting Stock held by such transferee shall be automatically converted into shares of Series A-1 Preferred Stock (in the case of Series B-1 Preferred Stock) or Common Stock (in the case of Class B-1 Non-Voting Stock), on a one for one basis. (b) In the event that (i) solely as a result of such transfer of shares of Series B-1 Preferred Stock or Class B-1 Non-Voting Stock, such transferee would become the Beneficial Owner of more than 35.9% of the voting power of Corporation, or (ii) such transferee is the Beneficial Owner of more than 35.9% but less than 50% of the voting power of the Corporation immediately prior to such transfer of shares of Series B-1 Preferred Stock or Class B-1 Non-Voting Stock (such transferee in each of (i) and (ii), a “Disqualified Transferee”) then (A) in the case of clause (i) above, such number of shares of Series B-1 Preferred Stock or Class B-1 Non-Voting Stock transferred shall not be converted into shares of Series A-1 Preferred Stock (in the case of Series B-1 Preferred Stock) or Common Stock (in the case of Class B-1 Non-Voting Stock), so that the transferee does not become the Beneficial Owner of more than 35.9% of the voting power of the Corporation solely as a result of such transfer, and (B) in the case of clause (ii) above, all the shares of Series B-1 Preferred Stock or Class B-1 Non-Voting Stock so transferred shall not be converted into shares of Series A-1 Preferred Stock (in the case of Series B-1 Preferred Stock) or Common Stock (in the case of Class B-1 Non-Voting Stock). The restrictions on the conversion of shares of Series B-1 Preferred Stock or Class B-1 Non-Voting Stock for shares of Series A-1 Preferred Stock (in the case of Series B-1 Preferred Stock) or Common Stock (in the case of Class B-1 Non-Voting Stock) set forth in this Section 5.05, (i) shall be of no further and effect as of and from the Majority Ownership Date, and (ii) may be waived upon the Corporation’s prior written consent.
Sample 1
Conversion Upon Certain Transfers. Upon the transfer of any share(s) of Class B-1 Non-Voting Stock to any Person who is not and does not become an Affiliate or Associate of, or a member of a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with, MHR, and is a Qualified Transferee, then the Class B-1 Non-Voting Stock held by such transferee shall be convertible into shares of Common Stock in accordance with Section (a)(viii)(D) of this Article IV. In the event that (x) solely as a result of such transfer of shares of Class B-1 Non-Voting Stock, such transferee would become the Beneficial Owner of more than 35.9% of the voting power of the Corporation, or (y) such transferee is the Beneficial Owner of more than 35.9% but less than 50% of the voting power of the Corporation immediately prior to such transfer of shares of Class B-1 Non-Voting Stock (such transferee in each of (x) and (y), a “Disqualified Transferee”), then (A) in the case of clause (x) above, such number of shares of Class B-1 Non-Voting Stock transferred shall not be convertible into Common Stock so that the transferee does not become the Beneficial Owner of more than 35.9% of the outstanding voting power of the Corporation solely as a result of such transfer, and (B) in the case of clause (y) above, all the shares of Class B-1 Non-Voting Stock so transferred shall not be convertible into Common Stock. The restrictions on the conversion of shares of Class B-1 Non-Voting Stock for shares of Common Stock set forth in this paragraph shall be of no further force and effect as of and from the Majority Ownership Date.
Sample 1
Conversion Upon Certain Transfers. The Series E Preferred Stock is not mandatorily convertible under any circumstance while owned by the Investor or an affiliate of an Investor. With the Company’s prior written consent (not to be unreasonably delayed, conditioned or withheld), and at the unaffiliated transferee’s option, each share of Series E Preferred Stock may be converted into the number of shares of Common Stock equal to the conversion ratio to be agreed between the Company and the Investor and set forth in the Certificate of Designations, subject to customary anti-dilution adjustments, upon transfer of shares of Series E Preferred Stock to any person or entity other than the Investor or an affiliate of an Investor: (i) in a widespread public distribution; (ii) in which such transferee is the Company; (iii) in which no one party or group would receive 2% or more of any class of the Company’s voting securities; or (iii) in which such transferee is a party who would control more than 50% of the voting securities of every class of the Company’s securities without any transfer by the Investor.
Sample 1

Related to Conversion Upon Certain Transfers

  • Certain Transfers The sale of all or substantially all of Tenant's assets (other than bulk sales in the ordinary course of business) or, if Tenant is a corporation, an unincorporated association, or a partnership, the transfer, assignment or hypothecation of any stock or interest in such corporation, association, or partnership in the aggregate of twenty-five percent (25%) (except for publicly traded shares of stock constituting a transfer of twenty-five percent (25%) or more in the aggregate, so long as no change in the controlling interest of Tenant occurs as a result thereof) shall be deemed an assignment within the meaning and provisions of this Article. Notwithstanding the foregoing, Landlord's consent shall not be required for the assignment of this Lease as a result of a merger by Tenant with or into another entity, so long as (i) the net worth of the successor entity after such merger is at least equal to the greater of the net worth of Tenant as of the execution of this Lease by Landlord or the net worth of Tenant immediately prior to the date of such merger, evidence of which, satisfactory to Landlord, shall be presented to Landlord prior to such merger, (ii) Tenant shall provide to Landlord, prior to such merger, written notice of such merger and such assignment documentation and other information as Landlord may request in connection therewith, and (iii) all of the other terms and requirements of this Article shall apply with respect to such assignment.

  • Termination Upon Certain Events 17 16.2 Procedures....................................................17

  • Certain Transactions The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant Agent hereunder. Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as trustee under any indenture to which the Company is a party.

  • Payments Upon Certain Terminations (i) In the event of a termination of the Employee's employment Without Cause or a termination by the Employee of his employment for Good Reason, the Employer shall pay to the Employee (A) (1) the greater of (x) his Base Salary, if any, for the period from the Date of Termination through the last day of the Initial Term, provided that Employer may, at any time, pay to the Employee in a single lump sum an amount equal to the Base Salary remaining to be paid to the Employee as of the date of such lump sum payment and (y) an amount equal to one year's Base Salary, less (2) any amounts paid or to be paid to the Employee under the terms of any severance plan or program of Employer, if any, as in effect on the Date of Termination and (B) a Pro Rata Share of the Annual Bonus (as defined below). If the Employee's employment shall terminate and he is entitled to receive salary continuation payments under this Section 6(f)(i), and if the Employee obtains new employment, any salary continuation payments to which the Employee may be entitled pursuant to this Section 6(f)(i) shall be reduced or canceled to the extent that the Employee receives salary and other cash compensation from such employment. Any benefits payable to the Employee under any otherwise applicable plans, policies and practices of Employer shall not be limited by this provision. (ii) If the Employee's employment shall terminate upon his death or Disability or if Employer shall terminate the Employee's employment for Cause, Employer shall pay the Employee his full Base Salary through the Date of Termination, plus, in the case of termination upon the Employee's death or Disability, a Pro Rata Share of the Annual Bonus. Any benefits payable to or in respect of the Employee under any otherwise applicable plans, policies and practices of the Employer shall not be limited by this provision. (iii) For purposes of this Section 6, the "Pro Rata Share of the Annual Bonus" shall be calculated and paid as follows. If the Employee is terminated prior to July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated assuming that 100% of the Operating Target is achieved in such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 30 days after the Date of Termination. If the Employee is terminated on or after July 1 of any year, the Pro Rata Share of the Annual Bonus (A) will be equal to the product of (1) the Annual Bonus, calculated based on the actual Operating Result for such year, and (2) a fraction equal to the number of full months in such year prior to the Date of Termination over 12, and (B) will be paid to the Employee within 90 days after the close of the year in respect of which the Pro Rata Share of the Annual Bonus is payable.

  • Notice of Certain Transactions In the event that the Company shall (a) offer to holders of all its Common Stock rights to subscribe for or to purchase any securities convertible into shares of Common Stock or shares of stock of any class or any other securities, rights or options, (b) issue any rights, options or warrants entitling all the holders of Common Stock to subscribe for shares of Common Stock, or (c) make a tender offer, redemption offer or exchange offer with respect to the Common Stock, the Company shall send to the Registered Holders a notice of such action or offer. Such notice shall be mailed to the Registered Holders at their addresses as they appear in the Warrant Register, which shall specify the record date for the purposes of such dividend, distribution or rights, or the date such issuance or event is to take place and the date of participation therein by the holders of Common Stock, if any such date is to be fixed, and shall briefly indicate the effect of such action on the Common Stock and on the number and kind of any other shares of stock and on other property, if any, and the number of shares of Common Stock and other property, if any, issuable upon exercise of each Warrant and the Warrant Price after giving effect to any adjustment pursuant to this Section 4 which would be required as a result of such action. Such notice shall be given as promptly as practicable after the Company has taken any such action.

  • Exclusion of Certain Transactions In the event the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the members of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

  • Effect of Certain Transactions After a merger of one or more corporations with or into the Company or after a consolidation of the Company and one or more corporations in which the stockholders of the Company immediately prior to such merger or consolidation own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, the Holder shall, at no additional cost, be entitled upon exercise of this Option to receive in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the agreement of merger or consolidation if, immediately prior to such merger or consolidation, the Holder had been the holder of record of a number of shares of Common Stock equal to the number of shares for which this Option shall be so exercised. If the Company is merged with or into or consolidated with another corporation, other than a merger or consolidation in which the stockholders of the Company immediately prior to such merger or consolidation continue to own after such merger or consolidation shares representing at least fifty percent (50%) of the voting power of the Company or the surviving or resulting corporation, as the case may be, or if the Company is liquidated, or sells or otherwise disposes of substantially all its assets to another corporation while this Option remains outstanding, then (i) subject to the provisions of clause (ii) below, after the effective date of such merger, consolidation, liquidation, sale or disposition, as the case may be, the Holder of this Option shall be entitled, upon exercise of this Option, to receive, in lieu of the shares of Common Stock as to which this Option was exercisable immediately prior to such event, the number and class of shares of stock or other securities, cash or property (including, without limitation, shares of stock or other securities of another corporation or Common Stock) to which the Holder would have been entitled pursuant to the terms of the merger, consolidation, liquidation, sale or disposition if, immediately prior to such event, the Holder had been the holder of a number of shares of Common Stock equal to the number of shares as to which such Option shall be so exercised; or (ii) this Option may be canceled by the Committee as of the effective date of any such merger, consolidation, liquidation, sale or disposition provided that (x) notice of such cancellation shall be given to the Holder and (y) the Holder shall have the right to exercise this Option to the extent that the same is then exercisable or, if the Committee shall have accelerated the time for exercise of this Option pursuant to clause (ii) above, in full during the 10-day period preceding and including the effective date of such merger, consolidation, liquidation, sale or disposition.

  • Void Transfers To the greatest extent permitted by the Act and other Law, any Transfer by any Member of any Membership Interests or other interest in the Company in contravention of this Agreement shall be void and ineffective and shall not bind or be recognized by the Company or any other Person. In the event of any Transfer in contravention of this Agreement, to the greatest extent permitted by the Act and other Law, the purported Transferee shall have no right to any profits, losses or Distributions of the Company or any other rights of a Member.

  • No Adjustment for Certain Transactions Notwithstanding anything in this Article 4, no adjustment shall be made in the acquisition rights attached to the Warrants if the issue of Common Shares is being made pursuant to this Indenture or in connection with (a) any share incentive plan or restricted share plan or share purchase plan in force from time to time for directors, officers, employees, consultants or other service providers of the Corporation; or (b) the satisfaction of existing instruments issued at the date hereof.

  • ADJUSTMENTS TO THE RIGHTS IN THE EVENT OF CERTAIN TRANSACTIONS 3.1 Flip-in. (a) In the event that prior to the Expiration Time a Flip-in Date shall occur, except as provided in this Section 3.1, each Right shall constitute the right to purchase from the Company, upon exercise thereof in accordance with the terms hereof (but subject to Section 5.10), that number of shares of Common Stock having an aggregate Market Price on the Stock Acquisition Date equal to twice the Exercise Price for an amount in cash equal to the Exercise Price (such right to be appropriately adjusted in order to protect the interests of the holders of Rights generally in the event that on or after such Stock Acquisition Date an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Common Stock). (b) Notwithstanding the foregoing, any Rights that are or were Beneficially Owned on or after the Stock Acquisition Date by an Acquiring Person or an Affiliate or Associate thereof or by any transferee, direct or indirect, of any of the foregoing shall become void and any holder of such Rights (including transferees) shall thereafter have no right to exercise or transfer such Rights under any provision of this Agreement. If any Rights Certificate is presented for assignment or exercise and the Person presenting the same will not complete the certification set forth at the end of the form of assignment or notice of election to exercise and provide such additional evidence of the identity of the Beneficial Owner and its Affiliates and Associates (or former Beneficial Owners and their Affiliates and Associates) as the Company shall reasonably request, then the Company shall be entitled conclusively to deem the Beneficial Owner thereof to be an Acquiring Person or an Affiliate or Associate thereof or a transferee of any of the foregoing and accordingly will deem the Rights evidenced thereby to be void and not transferable or exercisable. (c) The Board of Directors of the Company may, at its option, at any time after a Flip-in Date and prior to the time that an Acquiring Person becomes the Beneficial Owner of more than 50% of the outstanding shares of Common Stock elect to exchange all (but not less than all) the then outstanding Rights (which shall not include Rights that have become void pursuant to the provisions of Section 3.1(b)) for shares of Common Stock at an exchange ratio of one share of Common Stock per Right, appropriately adjusted in order to protect the interests of holders of Rights generally in the event that after the Separation Time an event of a type analogous to any of the events described in Section 2.4(a) or (b) shall have occurred with respect to the Common Stock (such exchange ratio, as adjusted from time to time, being hereinafter referred to as the "Exchange Ratio").

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