Convertible Shares. The 1,000 shares of the Company’s non-participating, non-voting, convertible stock, par value $.0001 per share.
Convertible Shares. Target shall cause the holders of all of its Target Convertible Securities (other than Target Notes) to convert, exercise or otherwise agree to cancel all Target Convertible Securities.
Convertible Shares. On or prior to the Mailing Date, AROC Delaware ------------------ shall enter into agreements with the holders of the Alliance Convertible Shares, on terms satisfactory to Alliance, providing that after the then outstanding Alliance Convertible Shares are tendered pursuant to the Offer and the Offer becomes unconditional, each then outstanding Alliance Convertible Share shall be exchanged for 0.5 AROC Delaware Shares and the right to receive additional AROC Delaware Shares on terms substantially similar to the terms of the Alliance Convertible Shares.
Convertible Shares. In the event, at any time during a three (3) year period from the date of Closing, that the Parent Company issues any convertible preferred shares of stock to the Parent Company’s Chairman and Chief Executive Officer (Xxxx Xxxxxx), Parent Company and Purchaser agree that they will use their best efforts to obtain the approval of the Board of Directors of the Parent Company to issue a like amount of convertible shares of stock to the Equity Holder under the same terms and conditions as the convertible preferred stock as issued to Xxxx Xxxxxx. In the event that the Parent Company does not cause the issuance of said like amount of convertible shares to the Equity Holder, Xxxx Xxxxxx agrees to transfer 50% of said convertible shares to Equity Holder of the number of convertible preferred shares issued to him to Equity Holder.
Convertible Shares. The Convertible Shares transferred to Prab pursuant to this Agreement constitute one hundred percent (100%) of the shares of stock of Prab owned by SMRS and SMRS has no other equity interest in Prab nor does SMRS have any amounts due from Prab except for the accrued and unpaid dividends on the Convertible Shares.
Convertible Shares. Effective as of the date hereof, the Advisory hereby irrevocably waives its rights under Section 8.5 of the Advisory Agreement and the Charter to convert the Convertible Shares into shares of common stock of the Company (the “Common Shares”) if and when the Company lists its Common Shares for trading on a national securities exchange. As a result of the foregoing waiver, the Convertible Shares will convert to Common Shares only if and when: (i) the Company has made total Distributions on the then outstanding Common Shares equal to the invested capital attributable to those shares plus a 6.00% cumulative, non-compounded, annual pre-tax return on such invested capital; or (ii) the Advisory Agreement is terminated or not renewed by the Company (other than for “Cause” as defined in the Advisory Agreement).
Convertible Shares. The Company has issued 1,000 Convertible Shares to the Advisor. The Convertible Shares will convert into common stock under certain circumstances as set forth in the Articles of Incorporation.
Convertible Shares. Effective as of the date hereof, the Advisor hereby irrevocably waives its rights under Section 8.5 of the Advisory Agreement and the Charter to convert the Convertible Shares into shares of common stock of the Company (the “Common Shares”) automatically upon the termination or non-renewal of the Advisory Agreement (other than for “Cause” as defined in the Advisory Agreement). From and after the date hereof, a termination or non-renewal of the Advisory Agreement will not automatically result in the conversion of the Convertible Shares into Common Shares unless, at the time of such termination or non-renewal, one of the other events triggering conversion of the Convertible Shares also shall have occurred. After giving effect to this Waiver, the Convertible Shares will convert into Common Shares if and when:
(a) the Company has made total distributions on the then outstanding Common Shares equal to the invested capital attributable to those shares plus a 6.00% cumulative, non-compounded, annual pre-tax return on such invested capital; or
(b) (i) the Company lists the Common Shares for trading on a national securities exchange and (ii) the sum of the aggregate market value of the issued and outstanding Common Shares plus total distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6% cumulative, pre-tax non-compounded annual return to investors; or
(c) the Advisory Agreement is terminated or not renewed, but only if at the time of such termination or non-renewal, the requirements for conversion set forth in either of the immediately preceding clause (a) or (b) also shall have been satisfied.
Convertible Shares. The Preferred Stock shall be convertible into common shares of HBI upon the following terms and conditions:
(a) The holder of any shares of HBI Preferred Stock shall have the right to elect to convert such HBI Preferred Stock into $1.00 par value HBI voting common stock, thirty (30) months after the Effective Date or one hundred eighty (180) days following an underwritten "public" offering of HBI Common Stock, whichever occurs first. In order to convert the shares of HBI Preferred Stock to HBI Common Stock, the holder of HBI Preferred Stock shall surrender and deliver, duly endorsed in blank, the certificate or certificates representing the shares to be converted to the Secretary of HBI at the Secretary's office, and at the same time notify the Secretary in writing over his or her signature that he or she desires to convert his or her HBI Preferred Shares into HBI Common Shares pursuant to these provisions.
(b) Upon receipt by the Secretary of a certificate or certificates representing shares of HBI Preferred Stock, with the notice that the holder thereof desires to convert the same, all as aforesaid, HBI shall forthwith cause to be issued to the holder of the HBI Preferred Shares, 0.263158 shares of HBI Common Stock for each share of HBI Preferred Stock surrendered for conversion. Such conversion ratio is based on a value of HBI Common Stock at $38.00 per share. HBI shall issue and deliver to such holder, a certificate in due form for such HBI Common Shares. Such HBI Common Stock shall be voting common stock as is currently authorized under HBI's Articles of Incorporation subject to such changes as may be made prior to the date of conversion.
(c) HBI shall have the right to redeem all of the HBI Preferred Stock in exchange for HBI Common Stock on or after thirty (30) months from the Merger or prior to the expiration of such thirty (30) month period if HBI becomes publicly traded and the last reported trade is equal to or greater than Thirty-Eight Dollars ($38.00) per share for twenty (20) consecutive trading days. In the event HBI elects to redeem such HBI Preferred Stock, all of such HBI Preferred Stock shall be redeemed and each holder of HBI Preferred Stock shall receive 0.263158 shares of HBI Common Stock in exchange for one share of HBI Preferred Stock. Such conversion ratio is based on a value of HBI Common Stock at $38 per share. Such HBI Common Stock shall be voting common stock as is currently authorized under the HBI Articles of Incorporation su...
