Merger Consideration and Conversion of Securities Sample Clauses

Merger Consideration and Conversion of Securities. Section 2.1(c) of the Merger Agreement shall be amended by deleting “$47,300,000” and replacing it with “$49,450,000”.
Sample 1
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Merger Consideration and Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the Corporation, Sub, Greensteam or any holder of the following interests, the outstanding shares of common stock, $.01 par value per share, of Greensteam (“Greensteam Shares”), shall be converted into and become validly issued, fully paid and nonassessable shares of common stock, $0.00001 par value (“Common Shares”) of the Corporation, such that each Greensteam Shareholder at the Effective Time shall receive (x) such number of Common Shares as are set forth as Initial Merger Consideration on Schedule A to this Agreement (the “Initial Merger Consideration”) plus, (y) such additional number of Common Shares as are set forth in Sections 1.9 and 7.8 upon the terms and conditions and at the times set forth in Sections 1.9 and Section 7.8 (the “Contingent Merger Consideration” and, together with the Initial Merger Consideration, the “Merger Consideration”). All Greensteam Shares held by the Greensteam Shareholders, when converted or cancelled as provided herein, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor.
Sample 1
Merger Consideration and Conversion of Securities. (a) Section 2.1(c) of the Merger Agreement shall be amended and restated to read in its entirety as follows:
Sample 1
Merger Consideration and Conversion of Securities. At the Effective Time, by virtue of the Mergers and without any action on the part of RRC, SRC, the Partnership or any holder of any of the following interests:
Sample 1
Merger Consideration and Conversion of Securities. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company or the holders of any of the following securities:
Sample 1
Merger Consideration and Conversion of Securities 
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Related to Merger Consideration and Conversion of Securities

  • Conversion of Securities At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities:

  • Conversion of Securities in the Merger At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Conversion of Securities Exchange of Certificates 16 Section 3.1 Conversion of Securities 16 Section 3.2 Exchange of Certificates 17 Section 3.3 Dissenters’ Rights 20 Section 3.4 Stock Transfer Books 20 Section 3.5 Company Equity and Long-Term Incentive Awards 21 Article 4 Representations and Warranties of the Company 23 Section 4.1 Organization and Qualification; Subsidiaries 23 Section 4.2 Certificate of Incorporation and By-laws; Corporate Books 24 Section 4.3 Capitalization; Subsidiaries 24 Section 4.4 Authority 25 Section 4.5 No Conflict; Required Filings and Consents 26 Section 4.6 Compliance with Laws 27 Section 4.7 SEC Filings; Financial Statements 28 Section 4.8 Proxy Statement and SEC Filings 29 Section 4.9 Absence of Certain Changes or Events 29 Section 4.10 Benefit Plans; Employees and Employment Practices 29 Section 4.11 Contracts; Debt Instruments 33 Section 4.12 Litigation 37 Section 4.13 Environmental Matters 38 Section 4.14 Intellectual Property 39 Section 4.15 Taxes 40 Section 4.16 Insurance 41 Section 4.17 Real Estate 43 Section 4.18 Board Approval 48 Section 4.19 Brokers 49 Section 4.20 Indebtedness 49 Section 4.21 Identifying Health Care Businesses; Licenses and Permits; Compliance with Applicable Law; Health Care Regulation 49

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

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