Manner and Basis of Conversion Sample Clauses

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.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
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:
Sample 1Sample 2Sample 3
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.]
Sample 1Sample 2
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. 8 3.2 Procedure for Conversion of Share Certificates ........ 8
Sample 1
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:
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:
Sample 1
AutoNDA by SimpleDocs
Manner and Basis of Conversion. At the Effective Date, and in the Merger,
Sample 1

Related to Manner and Basis of Conversion

  • Manner and Basis of Converting Shares (a) At the Effective Time:

  • 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.

  • Fractional Shares; Interest; Effect of Conversion No fractional shares shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional shares to Investor upon the conversion of this Note, the Company shall pay to Investor an amount equal to the product obtained by multiplying the Conversion Price by the fraction of a share not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of any amounts specified in this Section 6(c), the Company shall be forever released from all its obligations and liabilities under this Note.

  • 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") into shares of Pentacon Stock and cash and (ii) outstanding Newco Stock into common stock of the Surviving Corporation, respectively, shall be as follows: As of the Effective Time of the Merger:

  • Mechanics and Effect of Conversion No fractional shares of Financing Securities or Common Stock shall be issued upon conversion of this Note. Notwithstanding any other provision of this Note or the Note and Warrant Purchase Agreement, upon the conversion of the Obligations under this Note, in lieu of the Company issuing any fractional shares to the Holder, the Company shall pay to the Holder in cash the amount of the Obligations that is not so converted. Upon conversion of this Note pursuant hereto, the Holder shall surrender this Note, duly endorsed, at the principal office of the Company and shall execute such documents as are reasonably required to be executed by all purchasers of the Financing Securities. The Company shall, as soon as practicable thereafter, issue and deliver to such Holder at such principal office a certificate or certificates for the number of shares of the Financing Securities or Common Stock to which the Holder shall be entitled upon such conversion (bearing such legends as are required by applicable state and federal securities laws in the opinion of counsel to the Company), together with any other securities and property to which the Holder is entitled upon such conversion under the terms of this Note. Upon full conversion of this Note pursuant to the terms hereof, the Company shall be forever released from all its obligations and liabilities under this Note. Upon conversion of this Note into Financing Securities or Common Stock, the Holder shall be entitled to all rights and privileges afforded by the Company to other holders of such Financing Securities or Common Stock.

  • Date of Conversion Conversion Price: --------------------------------------------------------------- Shares To Be Delivered: --------------------------------------------------------- Signature: ---------------------------------------------------------------------- Print Name: --------------------------------------------------------------------- Address: ------------------------------------------------------------------------

  • 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.

  • Notice of Adjustments of Conversion Price Whenever the conversion price is adjusted as herein provided:

  • Notice of Adjustments of Conversion Rate Whenever the Conversion Rate is adjusted as herein provided:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!