MANNER OF CONVERTING SECURITIES; TREATMENT OF OPTIONS AND WARRANTS Sample Clauses

MANNER OF CONVERTING SECURITIES; TREATMENT OF OPTIONS AND WARRANTS. 14 3.1 Conversion and Exchange of Shares in the B-Balloon Merger 14 3.2 Conversion and Exchange of Shares in the Neovasc Merger 14 3.3 B-Balloon Options 15 3.4 Neovasc Options 15 3.5 Neovasc Warrants 16 3.6 Intended Effect of Exchange Protocol 17 3.7 Surrender and Exchange of B-Balloon Shares 17 3.8 Surrender and Exchange of Neovasc Shares 18 3.9 B-Balloon Transfer Books; No Further Ownership Rights in B-Balloon Shares, Options or Warrants 18
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MANNER OF CONVERTING SECURITIES; TREATMENT OF OPTIONS AND WARRANTS. 3.1 Conversion of Shares in the Froptix Merger. Subject to the provisions of this Article III and Section 11.3, at the Froptix Merger Effective Time, by virtue of the Froptix Merger and without any action on the part of Parent, Merger Sub I or Froptix, or any of the stockholders or members of any of the foregoing, the outstanding securities of Froptix and Merger Sub I shall be converted as follows: (a) Each share of Froptix Common Stock issued and outstanding immediately prior to the Froptix Merger Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive (i) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock determined by dividing (x) the quotient of the Froptix Valuation divided by the Parent Per Share Stock Valuation by (y) the number of shares of Froptix Common Stock issued and outstanding on a fully diluted basis at such time (this ratio of Parent Common Stock to Froptix Common Stock being “Froptix Common Exchange Ratio”), (ii) and a warrant (a “Parent Warrant”) to purchase a number of shares of Parent Common Stock equal to product of the Froptix Warrant Number and the Froptix Common Exchange Ratio. The Parent Warrants will be issued in substantially the form attached hereto as Exhibit D. One-third of the Parent Warrants will have an exercise price equal to 1.35 times the Parent Per Share Stock Valuation. One-third of the Parent Warrants will have an exercise price equal to 1.70 times the Parent Per Share Stock Valuation. One-third of the Parent Warrants will have an exercise price equal to 2.1 times the Parent Per Share Stock Valuation. (b) Each unit of membership interest of Merger Sub I issued and outstanding immediately prior to the Froptix Merger Effective Time shall remain issued and outstanding from and after the Froptix Merger Effective Time. Each certificate of Merger Sub I evidencing ownership of any such units shall continue to evidence ownership of such units of Surviving Company I. 3.2
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MANNER OF CONVERTING SECURITIES; TREATMENT OF OPTIONS AND WARRANTS 
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Related to MANNER OF CONVERTING SECURITIES; TREATMENT OF OPTIONS AND WARRANTS

  • Manner of Converting Shares (a) By virtue of the Bank Merger, automatically and without any action on the part of the holder thereof, each of the shares of Bank common stock issued and outstanding immediately prior to the Effective Date shall be cancelled and retired at the Effective Date, and no consideration shall be issued in exchange therefor.

  • Treatment of Options and Convertible Securities In case the Company at any time or from time to time after the date hereof shall issue, sell, grant or assume any Options or Convertible Securities (both as defined below), then, and in each such case, the maximum number of Additional Shares of Common Stock (as set forth in the instrument relating thereto, without regard to any provisions contained therein for a subsequent adjustment of such number the purpose of which is to protect against dilution) at any time issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issue, sale, grant or assumption; PROVIDED, HOWEVER, that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 3.e hereof) of such shares would be less than the greater of the Current Market Price or the Warrant Price in effect on the date of and immediately prior to such issue, sale, grant or assumption, as the case may be; and PROVIDED, FURTHER, that in any such case in which Additional Shares of Common Stock are deemed to be issued:

  • Status of Conversion Shares; Listing Each Conversion Share, if any, delivered upon conversion of any Note will be a newly issued or treasury share (except that any Conversion Share delivered by a designated financial institution pursuant to Section 5.08 need not be a newly issued or treasury share) and will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any lien or adverse claim (except to the extent of any lien or adverse claim created by the action or inaction of the Holder of such Note or the Person to whom such Conversion Share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer quotation system, then the Company will use commercially reasonable efforts to cause each Conversion Share, when delivered upon conversion of any Note, to be admitted for listing on such exchange or quotation on such system.

  • Status of Converted Stock In the event any shares of Preferred Stock shall be converted pursuant to Article 4 hereof, then the shares so converted shall be cancelled and shall not be issuable by the Corporation. The Articles of Incorporation shall be appropriately amended to effect the corresponding reduction in the Corporation’s authorized capital stock.

  • Cancellation of Converted Notes All Notes delivered for conversion shall be delivered to the Trustee to be canceled by or at the direction of the Trustee, which shall dispose of the same as provided in Section 2.10.

  • Options and Convertible Securities The consideration per share received by the Company for Additional Shares of Common Stock issued pursuant to Section 3.3(2), relating to Options and Convertible Securities, shall be determined by dividing:

  • Method of Conversion Share Delivery On or before the close of business on the seventh (7th) Trading Day following the date of delivery of a Conversion Notice (the “Delivery Date”), Borrower shall, provided it is DWAC Eligible at such time, deliver or cause its transfer agent to deliver the applicable Conversion Shares electronically via DWAC to the account designated by Lender in the applicable Conversion Notice. If Borrower is not DWAC Eligible, it shall deliver to Lender or its broker (as designated in the Conversion Notice), via reputable overnight courier, a certificate representing the number of shares of Common Stock equal to the number of Conversion Shares to which Lender shall be entitled, registered in the name of Lender or its designee.

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