Conversion Upon Change in Control Sample Clauses

Conversion Upon Change in Control. (a) Immediately prior to the consummation of any Change in Control (as defined below) that is consummated at a time when CastlePoint Reinsurance Company, Ltd. or one of its subsidiaries holds any shares of Series A Preferred Stock, each share of Series A Preferred Stock held by CastlePoint Reinsurance Company, Ltd. or one of its subsidiaries shall be converted into a number of shares of Common Stock equal to the liquidation preference amount of a share of Series A Preferred Stock, determined in accordance with Section 8(a), divided by the Value of the Consideration (as defined
Sample 1
AutoNDA by SimpleDocs
Conversion Upon Change in Control. If prior to the occurrence of a Payoff Event, an IPO, a Qualified Financing or a Reverse Merger Transaction, the Company completes a Change in Control, this Note shall automatically convert immediately prior to the effectiveness of such Change of Control into that number of fully paid and non-assessable shares of the Company's Common Stock that is equal to Two Hundred Percent (200%) of the Note Value divided by the per share price of the Company's Common Stock at which the Company's Common Stock is valued (after giving effect to the conversion of the Notes) in such Change in Control, rounded to the nearest whole share. The Holder shall be entitled to the same contractual rights and be bound by the same restrictions and obligations as the other stockholders of the Company in such Change in Control. By acceptance of this Note, the Holder agrees to execute and deliver all documents and agreements necessary to evidence the grant of such rights to the Holder, and the imposition of such restrictions and obligations upon the Holder, as are executed by the other stockholders of the Company or as required by the definitive agreement in such Change in Control on or before the initial issuance thereof. "Change in Control" means (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party and the Company issues shares of the Company's capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for equity interest that represent, immediately following such merger of consolidation, at least a majority, by voting power, of the equity interest of (1) the surviving or resulting entity, or (2) if the surviving or resulting entity is a wholly owned subsidiary of another entity immediately following such merger or consolidation, the parent entity of such surviving or resulting entity; (ii) the sale, lease, transfer or other disposition, in a single transaction or series of related transactions, by the Company or any subsidiary of the Company, of all or substantially all the assets of the Company and its subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one or more subsidiaries of the Company if substantially all of th...
Sample 1
Conversion Upon Change in Control. (i) The parties agree that (A) subject to Section 2(c)(iii) below, in the event of a change in control of Gartner in which its public stockholders receive cash or other consideration from a third party (a "Change in Control") at a price per share greater than or equal to $15.00 (subject to appropriate adjustment for stock splits and the like), the Notes will automatically convert into Gartner Common Stock (and will be entitled to receive the same consideration per share paid to holders of Gartner Common Stock in the Change in Control), and (B) in the event of a Change in Control at a lower price per share (or in the circumstances set forth in Section 2(c)(iii) below), SLP will have the right but not the obligation, at its election, to convert the Notes into Gartner Common Stock (and will be entitled to receive the same consideration per share paid to holders of Gartner Common Stock in the Change in Control).
Sample 1
Conversion Upon Change in Control. Upon the occurrence of any Change in Control Transaction described in paragraph 4.2 hereof giving rise to redemption rights as outlined therein, the holders of any Notes entitled to exercise their redemption rights as described therein may, in the alternative, request to have the principal amount of such Notes converted into shares of Common Stock at the Conversion Rate, subject to adjustment as described in paragraph 4.3(b) above which adjustment, in the event that such Change in Control Transaction is determined to cause the Common Stock to be valued at a price less than the Conversion Rate shall be made as to equate the Conversion Rate with the value of the Common Stock as reflected in the Change of Control transaction. Additionally, all accrued interest and Contingent Interest shall be paid to the holder in cash.
Sample 1
Conversion Upon Change in Control. (a) In the event that a Change in Control (as hereinafter defined) shall occur, then automatically and without further action immediately prior to such Change in Control, this Security (or any portion of the principal amount hereof then outstanding) shall convert into fully paid and nonassessable shares (calculated to the nearest 1/100 of a share) of Common Stock at the rate of 1,000 shares of Common Stock for each $1,000 principal amount of Security. Upon such conversion of this Security (or any portion of the principal amount hereof then outstanding), the holder of this Security shall surrender this Security, duly endorsed or assigned to the Company or in blank to the Company at the Designated Office. Upon surrender of this Security upon such conversion, the holder will be entitled to receive the interest accruing on the principal amount of this Security then being converted from the interest payment date next preceding the date of such conversion to such date of conversion. No payment or adjustment is to be made on conversion for dividends on the common stock issued on conversion hereof. No fractions of shares or scrip representing fractions of shares will be issued on conversion, but instead of any fractional interest, the Company shall pay a cash adjustment, computed on the basis of the amount payable per share of Common Stock upon such Change in Control, or, at its option, the Company shall round up to the next higher whole share. Notwithstanding the foregoing, this Security (or any portion of the principal amount hereof then outstanding) shall not convert automatically under this Section 3(a) in the event of a Change in Control in which the amount payable per share of Common Stock is less than 1.5 times the Conversion Price unless, immediately prior to the consummation of such Change in Control, the Company pays to the holder of this Security, in cash or, subject to the fulfillment by the Company of the conditions set forth in Section 3(b), by delivery of shares of Common Stock, an amount such that the aggregate amount per share of Common Stock payable to the holder of this Security in connection with such Change in Control equals 1.5 times the Conversion Price. The Company agrees to give the holder of this Security notice of any Change in Control, by facsimile transmission confirmed in writing by overnight courier service, promptly and in any event within two Trading Days of the occurrence thereof.
Sample 1
Conversion Upon Change in Control. Any unvested RSUs outstanding at the Effective Time, which is a defined term in the Agreement and Plan of Merger by and among Circle K Stores Inc., Ultra Acquisition Corp. and CST Brands, Inc. dated as of August 21, 2016 (“Merger Agreement”), shall as of the Effective Time, convert into an award to receive an amount in cash equal to the product of (x) the total number of Shares subject to such RSU and (y) the Merger Consideration, as defined in the Merger Agreement (“Converted Awards”). Such Converted Awards shall remain subject to the vesting conditions and payment schedule set forth herein.
Sample 1
Conversion Upon Change in Control. In the event of a Change in Control (as defined below) while this Note remains outstanding, then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into Equity Securities at a conversion price equal to the share price (or deemed share price) at which such change in control occurred, multiplied by 0.8. The issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions: applicable to Equity Securities sold in the Qualified Financing (in the case of conversion upon a Qualified Financing); applicable in the sale of $500,000 or more of Equity Securities (in the case of conversion upon this Note’s maturity); or applicable upon a Change in Control (in the case of a conversion upon a Change of Control).
Sample 1
AutoNDA by SimpleDocs

Related to Conversion Upon Change in Control

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

  • Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Acceleration Upon a Change of Control Subject to any additional acceleration of exercisability described in Sections 4(b), (c) and (d) below, in connection with a Change of Control (as defined in Section 1 above), the vesting and exercisability of fifty percent (50%) of Executive’s outstanding Stock Awards shall be automatically accelerated. The foregoing provision is hereby deemed to be a part of each such Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

  • Acceleration Upon Change of Control In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Offer to Repurchase Upon Change of Control Triggering Event (a) Upon the occurrence of a Change of Control Triggering Event, the Company shall make an offer (a “Change of Control Offer”) to each Holder of Notes to repurchase all or any part (equal to $2,000 or an integral multiple thereof) of such Xxxxxx’s Notes at an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest thereon to the date of purchase (the “Change of Control Payment”). Within ninety (90) days following any Change of Control Triggering Event, unless the Company has mailed a redemption notice with respect to all of the outstanding Notes in accordance with Section 4.07, the Company shall mail a notice to each Holder stating: (i) that the Change of Control Offer is being made pursuant to this Section 5.16 and that all Notes tendered will be accepted for payment; (ii) the purchase price and the purchase date, which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”); (iii) that any Note not tendered will continue to accrue interest; (iv) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date; (v) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date; (vi) that Holders will be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Xxxxxx is withdrawing his election to have the Notes purchased; and (vii) that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple thereof.

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

Time is Money Join Law Insider Premium to draft better contracts faster.