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 Eff...
Manner of Conversion. Upon any exercise by the Holder of the foregoing conversion rights, the conversion of principal under this Note shall be effected in the following manner:
2.3.1 The Company shall, within 20 business days of the date of the conversion (which shall be deemed effective as of the date on which the conversion notice was given, as determined in accordance with Section 10 below), deliver to the Holder one or more certificates representing the Conversion Shares in such name(s) and denomination(s) as the Holder shall have specified; provided, however, that no fractional shares shall be issued in connection therewith, nor shall any transfers be permitted except in accordance with applicable securities laws. Upon any such conversion, the number of Conversion Shares issuable shall be rounded to the nearest whole number (with even halves rounded up).
2.3.2 The issuance of certificates for Conversion Shares upon a conversion shall be made without charge to the Holder in respect thereof or other cost incurred by the Company.
2.3.3 All Conversion Shares issued upon a conversion hereunder shall, when so issued, be duly authorized and validly issued, fully paid and non-assessable and free from all taxes, liens and charges. The Company shall take all such actions as may be necessary to ensure that all such Conversion Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which such securities are quoted.
2.3.4 If the Company at any time after the date hereof, subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the conversion price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares issued upon conversion will be proportionately increased. If the Company at any time on or after the date hereof combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of common stock into a smaller number of shares, the conversion price in effect immediately prior to such combination will be proportionately increased. Any adjustment under this Section shall become effective at the close of business on the date the subdivision or combination becomes effective.
Manner of Conversion. At the Effective Time, by virtue of the Merger and without any action on the part of CCC, Newco, the Company or the Shareholders, the shares of capital stock of each of the Constituent Corporations shall be converted as follows:
Manner of Conversion. 3 2.2 Base Merger Consideration...................................... 4 2.3
Manner of Conversion. The manner of converting the shares of COMPANY Stock into URSI Stock shall be as follows: As of the Effective Time of the Merger:
(i) all of the 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 holder thereof, automatically shall be deemed to represent (1) that number of shares of URSI Stock determined pursuant to Section 2.2 below and (2) the right to receive the amount of cash determined pursuant to Section 2.2 below, such shares and cash to be distributed to STOCKHOLDERS as provided in Part I of Annex I hereto;
(ii) all shares of COMPANY Stock that are held by COMPANY as treasury stock or owned by any COMPANY Subsidiary shall be cancelled and retired and no shares of URSI Stock or other consideration shall be delivered or paid in exchange therefor. At the Effective Time of the Merger, URSI shall have no class of capital stock issued and outstanding which, as a class, shall have any rights or preferences senior to the shares of URSI Stock received by the STOCKHOLDERS, including, without limitation, any rights or preferences as to dividends or as to the assets of URSI upon liquidation or dissolution or as to voting rights.
Manner of Conversion. At the Effective Time, by virtue of the Merger and without any action on the part of USFloral, Newco, the Company or any Stockholder, the shares of capital stock of each of the Constituent Corporations shall be converted as follows:
Manner of Conversion. 2 2.2 Merger Consideration............................................ 3 2.3 Exchange of Certificates and Payment of Cash....................
Manner of Conversion. Holder shall give Maker five (5) days prior written notice of its election to convert (the “Notice of Conversion”) any portion of principal due under this Note into shares of the maker’s Common Stock (the “Convertible Shares”). In the Notice of Conversion, the Holder shall specify the amount of principal and interest sought to be converted together with the number and denomination of certificates, if more than one, to be prepared and delivered representing the Convertible Shares. The Maker shall, within five (5) business days of its receipt of the Notice of Conversion, issue the Convertible Shares and cause its transfer agent to transfer and deliver to the Holder such certificate or certificates.
Manner of Conversion. This Note may be converted on any Business Day prior to the Maturity Date (any such date of conversion, a "Conversion Date"). In order to exercise such conversion privilege, the Holder shall surrender this Note to the Borrower accompanied by a written statement (the "Conversion Notice") designating the portion of the Total Convertible Amount to be converted. If the Holder elects to convert this Note, or a portion thereof, such conversion (a "Conversion") shall be deemed to have taken place immediately prior to the close of business on the Conversion Date, and at such time the rights of the Holder as Holder of this Note shall cease to the extent of the portion of the Total Convertible Amount so converted and the Holder shall be treated for all purposes (with respect to such portion) as the record holder of the common stock issuable upon conversion at such time.
