Manner and Basis of Conversion Sample Clauses

Manner and Basis of Conversion. Pursuant to the Merger, the manner and basis of converting the Capital Stock of each of MediVators and Newco into or for Capital Stock or other property of the Surviving Corporation or Cantel shall be as follows: 3.1.1 Each share of Common Stock of Newco issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one (1) share of common stock of the Surviving Corporation. 3.1.2 Each of the MediVators Series A Shares issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into .2571
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Manner and Basis of Conversion. In the Merger, each outstanding XXXXXX Share shall be changed into a number of shares of GAMZ determined by dividing $10 million by the "Average Price" as defined below, and dividing the quotient by the number of Xxxxxx Shares outstanding as of the Effective Date. Not later than May 23, 2001, the parties shall issue a public announcement indicating that both companies have satisfied their respective due diligence inquiries, and stating whether as of that date both companies intend to close the transaction. The Average Price means the average closing price for GAMZ shares on the sixth through fifteenth trading days immediately following the parties' public announcement, but under no circumstances shall the Average Price be lower than $.25, or higher than that number which assures that Xxxxxx shareholders will receive a majority of the GAMZ common shares outstanding immediately following the Merger, provided, however, that if GAMZ has provided the loan referred to in Section 7.2.5, then in computing the number constituting a majority of the outstanding GAMZ common shares there shall be excluded any GAMZ common shares issued, or issuable upon conversion or exercise of securities issued, to raise the amount required for that loan. As examples, if the Average Price is .20, the Xxxxxx shareholders would not receive in the aggregate 50,000,000 shares of GAMZ stock, but rather would receive 40,000,000 shares. If the Average Price is .50, the Xxxxxx shareholders would receive 20,000,000 shares of GAMZ stock. If the Average Price is .75, the Xxxxxx shareholders would receive 13,333,333 shares of GAMZ stock. If the Average Price is .90, the Xxxxxx shareholders would not receive 11,111,111 shares of GAMZ stock, but rather would receive 13,281,341 shares of GAMZ stock, which is one more share than GAMZ's current number of issued shares. [this example assumes that all GAMZ' redeemable shares have in fact been redeemed.]
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Manner and Basis of Conversion. (A) At the Effective Time, each share of common stock of CAC outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of the common stock of the Surviving Corporation. (B) At the Effective Time, each share of common stock of ALPHANET (the “Shares”) issued and outstanding immediately prior to the Effective Time shall be exchanged for the right to receive $4.05 in cash. (C) At the Effective Time, each Share owned by the Surviving Corporation, CAC or CIBER or any subsidiary of the Surviving Corporation immediately prior to the Effective Time shall be canceled and retired. (D) At the Effective Time, all options to purchase Shares (each a “Share Option”) then outstanding and unexercised shall either: (1) to the extent they are vested and exercisable, become the right to receive, for each Share subject to a Share Option, an amount equal to $4.05 minus the exercise price of the Share Option, to be paid in cash at closing or Table of Contents (2) with respect to each holder of Share Options who continues to serve as an employee of the Surviving Corporation, such holder may elect to have those Share Options which have exercise prices of less than $4.05 and are vested, outstanding and unexercised to be converted into options to acquire shares of CIBER Common Stock having an equivalent value.
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Manner and Basis of Conversion. (A) At the Effective Time, each share of common stock of CAC outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of the common stock of the Surviving Corporation. (B) At the Effective Time, each share of common stock of ALPHANET (the "Shares") issued and outstanding immediately prior to the Effective Time shall be exchanged for the right to receive shares of CIBER, Inc., a Delaware corporation ("CIBER") or the right to receive cash, at the election of the ALPHANET shareholder (the "Shareholder"), as follows: (1) If the Shareholder chooses to receive CIBER common stock (the "CIBER Common Stock"), each Share shall become the right to receive the number of shares of CIBER Common Stock obtained by multiplying the number of Shares held by the quotient obtained by dividing $4.05 by (i) the average of the daily closing prices of a share of CIBER Common Stock on the New York Stock Exchange for the five consecutive trading days ended three days prior to the closing of the Merger, or (ii) if such average closing price is less than $4.75, then $4.75, or (iii) if such average closing price is greater than $6.75, then $6.75. If the total number of shares of CIBER Common Stock elected by Shareholders exceeds 750,000 shares, the Shareholders' stock elections shall be reduced pro rata. (2) If the Shareholder chooses to receive cash, each Share shall become the right to receive $4.05
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Manner and Basis of Conversion. Each issued and outstanding share of ------------------------------- common stock, $.001 par value per share, of Merging Corporation when the merger takes effect shall automatically and without any action on the part of the Surviving Corporation or the holder thereof become and be converted into the right to receive one (1) share of common stock, $.001 par value per share, of the Surviving Corporation. The one share of Surviving Corporation issued and outstanding immediately prior to the merger taking effect shall be canceled when the merger takes effect.
Sample 1
Manner and Basis of Conversion. Pursuant to the Merger, the manner and basis of converting the Capital Stock of each of eSMART and Newsub into or for Capital Stock of the Surviving Corporation or BOPPERS shall be as follows: 3.1.1 Each share of common stock of Newsub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one (1) share of common stock of the Surviving Corporation. 3.1.2 As of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each outstanding eSMART Share will be converted into the right to receive one share of BOPPERS Common Stock. Based on the 58,600,000 eSMART Shares currently issued and outstanding, an aggregate of 58,600,000 shares of BOPPERS Common Stock (the "BOPPERS Merger Shares") will be issuable at the Effective Time. 3.1.3 As of the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, the Convertible Securities of eSMART which are set forth on Schedule 5.5 and remain outstanding at the Effective Time shall, by virtue of the Merger, thereafter entitle the holder thereof to acquire such number of shares of BOPPERS Common Stock as such holder would have received had such Convertible Security of eSMART been exercised or converted in full for eSMART Shares immediately prior to the Effective Time. At the Effective Time, the per share exercise price or conversion price, as the case may be, of each of such Convertible Securities of eSMART shall be unchanged.
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Manner and Basis of Conversion. At the Effective Date, and in the Merger, 2.1.1. each of the 141,841 outstanding shares of preferred stock of VMC shall be changed into one share of Series A Preferred Stock of VTSI; 2.1.2. each outstanding share of common stock in VMC shall be changed into a number of shares of VTSI determined by dividing 7,803,795 by such aggregate number of shares of VMC outstanding; and 452027v1 2.1.3. each then-current outstanding share of VTSI shall be changed into a number of new shares of VTSI, determined by dividing 8,512,920 by the then-current number of VTSI shares outstanding. The parties intend that application of the foregoing provisions of this section shall result in 16,316,715 shares of common stock and 141,841 shares of Series A Preferred Stock of VTSI outstanding after the Merger, of which 7,803,795 shares of common stock shall be held by former holders of VMC common stock as of the Effective Time, 8,512,920 shares of common stock shall be held by holders of VTSI common stock as of the Effective Time, and 141,841 shares of Series A Preferred Stock shall be held by former holders of VMC preferred stock. Each share of Series A Preferred Stock will be initially convertible into 8.9 shares of VTSI common stock, so that upon conversion the holders of such preferred stock would be entitled to receive 1,259,548 shares of VTSI common stock.
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Manner and Basis of Conversion. 8 3.2 Procedure for Conversion of Share Certificates ........ 8
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Manner and Basis of Conversion. PURSUANT TO THE Merger, the manner and basis of converting the capital stock of each of Rudy's and Newco into or for capital stock of the Surviving Corporation or the Cash Consideration shall be as follows: 3.1.1 At the Effective Time each share of common stock of Newco issued and outstanding immediately prior to the Effective Time shall be converted into one (1) share of common stock of Rudy's as the Surviving Corporation. 3.1.2 At the Effective Time each of the Rudy's Shares issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive an amount equal to the Cash Consideration per share. 3.1.3 The Rudy's Shares to be converted into cash pursuant to Section 3.1.2 are sometimes hereinafter referred to as the "Converted Rudy's Shares."
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Related to Manner and Basis of Conversion

  • Manner and Basis of Converting Shares (a) At the Effective Time: (i) each share of common stock, par value $.01 per share, of Acquisition Corp. that shall be outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive ten (10) shares of common stock, par value $.001 per share, of the Surviving Corporation, so that at the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of the Surviving Corporation; (A) the shares of common stock, par value $.001 per share, of the Company (the "Company Common Stock"), and Class A 4% Redeemable Convertible Preferred Stock, par value $.001 per share, of the Company (the "Class A Preferred Stock"), which shares constitute all of the issued and outstanding shares of capital stock of the Company, and (B) the shares of Company Common Stock into which the Company's Series 1 Convertible 8% Promissory Notes (the "Series 1 Notes") and Series 2 Subordinated Convertible 12% Promissory Notes (the "Series 2 Notes") may be converted (the Company Common Stock, Class A Preferred Stock and the shares of Company Common Stock into which the Series 1 Notes and the Series 2 Notes may be converted being referred to herein collectively as the "Company Stock"), beneficially owned by the Stockholders listed in Schedule 2.5 (other than shares of Company Stock as to which appraisal rights are perfected pursuant to the applicable provisions of the DGCL and not withdrawn or otherwise forfeited), shall, by virtue of the Merger and without any action on the part of the holders thereof, be converted into the right to receive the number of shares of Parent Common Stock specified in Schedule 1.5 for each of the Stockholders; and (iii) each share of Company Stock held in the treasury of the Company immediately prior to the Effective Time shall be cancelled in the Merger and cease to exist. (b) After the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. (c) At the Effective Time, all issued and outstanding shares of Class A Preferred Stock not theretofore converted into shares of Company Common Stock shall, without any action on the part of the holder of any shares of Class A Preferred Stock, be converted into that number of shares of Parent Common Stock that such holder would have been entitled to receive in the Merger had such holder converted its shares of Class A Preferred Stock into Company Common Stock prior to the Effective Time. Without limiting the generality of the foregoing, at or prior to the Effective Time, the Company shall (x) obtain the consent from the holders of a majority of the issued and outstanding shares of Class A Preferred Stock and Company Common Stock to the amendment of that portion of the Company's Certificate of Incorporation governing the rights and preferences of the Class A Preferred Stock to provide for the automatic conversion of all outstanding shares of Class A Preferred Stock directly into Parent Common Stock at the Effective Time, all in order to effectuate the transactions contemplated by this Section 1.5(c).

  • Mechanics of Conversion (1) Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares such holder shall surrender the certificate or certificates therefor at the Office and shall give written notice to the Company of the election to convert the same (or any part thereof) and shall state therein the name or names of any nominee for such holder in which the certificate or certificates for shares of Ordinary Shares are to be issued. The Company shall, as soon as practicable thereafter unless such notice states that conversion is to be effective on any later date or when any conditions specified in the notice have been fulfilled in which case conversion shall take effect on such other date or when such conditions have been fulfilled, issue and deliver at such office to such holder of Preferred Shares, or subject to the transfer restrictions contained in these Articles to the nominee or nominees of such holder, a certificate or certificates for the number of shares of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Shares to be converted, or on any later date or when any conditions specified in the notice have been fulfilled and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. If the conversion is in connection with a QIPO, the conversion may, at the option of any holder tendering Preferred Shares for conversion, be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering, in which event the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities. In the event that the certificate(s) representing the Preferred Shares to be converted as aforesaid are not delivered to the Company, then the Company shall not be obligated to issue any certificate(s) representing the Ordinary Shares issued upon such conversion, unless the holder of such Preferred Shares notifies the Company in writing that such certificate(s) have been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificates. (2) A conversion of Preferred Shares pursuant to one of the events described in Article 9(a)(2) shall be deemed to have taken place automatically regardless of whether the certificates representing such shares have been tendered to the Company but from and after such conversion any such certificates not tendered to the Company shall be deemed to evidence solely the Ordinary Shares received upon such conversion and the right to receive a certificate for such Ordinary Shares.

  • Effect of Conversion All shares of Preferred Stock which shall have been surrendered for conversion as herein provided shall no longer be deemed to be outstanding and all rights with respect to such shares shall immediately cease and terminate at the Conversion Time, except only the right of the holders thereof to receive shares of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share otherwise issuable upon such conversion as provided in Subsection 5.2 and to receive payment of any dividends declared but unpaid thereon. Any shares of Preferred Stock so converted shall be retired and cancelled and may not be reissued as shares of such series, and the Corporation may thereafter take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of Preferred Stock accordingly.

  • Manner of Conversion The manner of converting the shares of (i) outstanding capital stock of the Company ("Company Stock") and (ii) Newco Stock, issued and outstanding immediately prior to the Effective Time of the Merger, respectively, into shares of (x) TCI Stock and cash and (y) common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger: (i) the aggregate number of shares of Company Stock issued and outstanding immediately prior to the Effective Time of the Merger, by virtue of the Merger and without any action on the part of the holders thereof, automatically shall be converted into and deemed to represent the right to receive (1) the aggregate number of shares of TCI Stock set forth on Annex I hereto and (2) subject to the adjustments described in Annex I hereto, the aggregate amount of cash set forth on Annex I hereto (the number of shares of TCI Stock and, subject to the adjustments described on Annex I hereto, the amount of cash allocable to the holders of the Company Stock being set forth on Annex I); (ii) all shares of Company Stock that are held by the Company as treasury stock shall be canceled and retired and no shares of TCI Stock or other consideration shall be delivered or paid in exchange therefor; and (iii) each share of Newco Stock issued and outstanding immediately prior to the Effective Time of the Merger, shall, by virtue of the Merger and without any action on the part of TCI, automatically be converted into one fully paid and non-assessable share of common stock of the Surviving Corporation which shall constitute all of the issued and outstanding shares of common stock of the Surviving Corporation immediately after the Effective Time of the Merger, all of which shall be owned by TCI. All TCI Stock received by the Stockholders pursuant to this Agreement shall, except for restrictions on resale or transfer described in Sections 15 and 16 hereof, have the same rights as all the other shares of outstanding TCI Stock by reason of the provisions of the Certificate of Incorporation of TCI or as otherwise provided by the Delaware GCL. All TCI Stock received by the Stockholders shall be issued and delivered to the Stockholders free and clear of any liens, claims or encumbrances of any kind or nature. All voting rights of such TCI Stock received by the Stockholders shall be fully exercisable by the Stockholders and the Stockholders shall not be deprived nor restricted in exercising those rights. At the Effective Time of the Merger, TCI shall have no class of capital stock issued and outstanding other than the TCI Stock and the Restricted Voting Common Stock.

  • Mechanics and Effect of Conversion No fractional shares of the Company’s capital stock will be issued upon conversion of this Note. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company will pay to the Holder in cash the amount of the unconverted principal and interest balance of this Note that would otherwise be converted into such fractional share. Upon conversion of this Note pursuant to this Section 2, the Holder shall surrender this Note, duly endorsed, at the principal offices of the Company or any transfer agent of the Company. At its expense, the Company will, as soon as practicable thereafter, issue and deliver to such Holder, at such principal office, a certificate or certificates for the number of shares to which such Holder is entitled upon such conversion, together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note, including a check payable to the Holder for any cash amounts payable as described herein. Upon conversion of this Note, the Company will be forever released from all of its obligations and liabilities under this Note with regard to that portion of the principal amount and accrued interest being converted, including without limitation the obligation to pay such portion of the principal amount and accrued interest.

  • Date of Conversion Conversion Price: ---------------------------------------------------------------

  • Exchange in Lieu of Conversion (a) When a Holder surrenders its Notes for conversion, the Company may, at its election (an “Exchange Election”), direct the Conversion Agent to deliver, on or prior to the Trading Day immediately following the Conversion Date, such Notes to one or more financial institutions designated by the Company (each, a “Designated Financial Institution”) for exchange in lieu of conversion. In order to accept any Notes surrendered for conversion, the Designated Financial Institution(s) must agree to timely pay and/or deliver, as the case may be, in exchange for such Notes, the cash, shares of Common Stock or combination thereof that would otherwise be due upon conversion pursuant to Section 14.02 or such other amount agreed to by the Holder and the Designated Financial Institution(s) (the “Conversion Consideration”). If the Company makes an Exchange Election, the Company shall, by the close of business on the Trading Day following the relevant Conversion Date, notify in writing the Trustee, the Conversion Agent (if other than the Trustee) and the Holder surrendering Notes for conversion that the Company has made the Exchange Election, and the Company shall promptly notify the Designated Financial Institution(s) of the relevant deadline for delivery of the Conversion Consideration and the type of Conversion Consideration to be paid and/or delivered, as the case may be. (b) Any Notes delivered to the Designated Financial Institution(s) shall remain outstanding, subject to the applicable procedures of the Depositary. If the Designated Financial Institution(s) agree(s) to accept any Notes for exchange but does not timely pay and/or deliver, as the case may be, the related Conversion Consideration, or if such Designated Financial Institution(s) does not accept the Notes for exchange, the Company shall pay and/or deliver, as the case may be, the relevant Conversion Consideration, as, and at the time, required pursuant to this Indenture as if the Company had not made the Exchange Election. (c) The Company’s designation of any Designated Financial Institution(s) to which the Notes may be submitted for exchange does not require such Designated Financial Institution(s) to accept any Notes.

  • Notice of Adjustments of Conversion Price Whenever the conversion price is adjusted as herein provided: (a) the Company shall compute the adjusted conversion price in accordance with Section 14.04 and shall prepare a certificate signed by the Treasurer or other appropriate officer of the Company setting forth the adjusted conversion price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall promptly be filed with the Trustee and with the Conversion Agent at each office or agency maintained for the purpose of conversion of Securities pursuant to Section 10.02; and (b) a notice stating that the conversion price has been adjusted and setting forth the adjusted conversion price shall be required, and as soon as practicable after it is required, such notice shall be delivered electronically or mailed by the Company to all Holders at their last addresses as they shall appear in the Security Register.

  • Notice of Adjustments of Conversion Rate Whenever the Conversion Rate is adjusted as herein provided: (1) the Company shall compute the adjusted Conversion Rate in accordance with Section 12.4 and shall prepare a certificate signed by the Chief Financial Officer of the Company setting forth the adjusted Conversion Rate and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall promptly be filed with the Trustee and with each Conversion Agent; and (2) upon each such adjustment, a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall be required, and as soon as practicable after it is required, such notice shall be provided by the Company to all Holders in accordance with Section 1.6. Neither the Trustee nor any Conversion Agent shall be under any duty or responsibility with respect to any such certificate or the information and calculations contained therein, except to exhibit the same to any Holder of Securities desiring inspection thereof at its office during normal business hours, and shall not be deemed to have knowledge of any adjustment in the Conversion Rate unless and until a Responsible Officer of the Trustee shall have received such a certificate. Until a Responsible Officer of the Trustee receives such a certificate, the Trustee and each Conversion Agent may assume without inquiry that the last Conversion Rate of which the Trustee has knowledge of remains in effect.

  • Casual Conversion A casual Employee, who has been engaged by the Employer on a regular and systematic basis for a period in excess of six-weeks, thereafter, will have their contract of employment converted to permanent employment unless otherwise agreed in writing between the parties. Regular and systematic shall be defined as an average of 4 days or more, per week, over 6 weeks. Eligible current employees will be transitioned to full time no later than 6 weeks from the date of approval of this agreement.

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