Corporation Convertible Notes. Corporation Convertible Notes in the aggregate principal amount of $96,798,078.46, all of which shall convert at a conversion price equal to the volume weighted average price per share of Parent Common Stock for the 30 days prior to the date of execution hereof $2.1377 into an aggregate of 54,077,698 shares of Delaware Parent Common Stock at the Closing. The Delaware Reorg Certificate and all other filings required to be made in Delaware in connection with the Reorganization have been filed with the Delaware Secretary of State. As of the Agreement Date, the Stock is held of record and beneficially by the Stockholders as set forth on the Initial Closing Consideration Spreadsheet, free and clear of any Encumbrances (except with respect to the Reserved Shares). As of the Agreement Date, each share of Stock is authorized and validly issued and is fully paid and non-assessable, and issued in compliance with Applicable Law. As of the Agreement Date, except as set forth on the Initial Closing Consideration Spreadsheet , there are no other outstanding shares of capital stock of, or other equity or voting interests in, the Corporation, and no outstanding securities of the Corporation convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, the Corporation, and, except for the Corporation RSUs, the Corporation Warrants, the Corporation Convertible Warrants and the Corporation Convertible Notes, there are no outstanding options, warrants, rights, convertible debt instruments or other commitments or agreements to acquire from the Corporation, or that obligate the Corporation to issue, any capital stock of, or other equity or voting interests in, or any securities convertible into or exchangeable for shares of capital stock of, or other equity or voting interests in, the Corporation. Except as otherwise amended in the Final Closing Consideration Spreadsheet, as of the Closing Date, the ownership of all Stock, Corporation Warrants, Corporation Convertible Warrants, Corporation Convertible Notes and Corporation RSUs shall be as set forth in the Initial Closing Consideration Spreadsheet. As of the Agreement Date, except for the Corporation RSUs, the Corporation Warrants, the Corporation Convertible Warrants and the Corporation Convertible Notes, there shall be no options, warrants, restricted stock, stock appreciation rights, phantom stock rights, convertible debt instruments or any other rights with respect to the equity th...
Corporation Convertible Notes. Each Corporation Convertible Note will be converted into Corporation Stock no later than immediately prior to the Merger Effective Time. The Corporation has, no later than the Agreement Date, provided an acknowledgment to all holders of Convertible Notes as to the conversion of each Corporation Convertible Note held by them into Corporation Stock.
