Notice of Merger and Conversion of CEI Common into Right to Receive Cash Sample Clauses

Notice of Merger and Conversion of CEI Common into Right to Receive Cash. (a)(1) At least twenty (20) days prior to the expected Effective Time of the Merger, CEI shall give notice of the Merger to all holders of Debentures and holders of Debentures shall have the right to convert their Debentures and receive a portion of the Merger Consideration in accordance with the provisions of the Debentures. (a)(2) The total amount to be paid by SNFC to the holders of CEI Capital Stock shall be $11,356,400, subject to reduction as provided below, plus an amount equal to the current assets of CEI (on a consolidated basis with IC) as of the Closing Date (such amount, together with the additional amounts provided in subparagraph (c) below, the "Merger Consideration"). In the event any representation or warranty made by CEI in this Agreement is not true and correct as of the Closing Date, and such failure to be true and correct results in a reduction in the capital and surplus of SSLIC as of the Closing Date, the Merger Consideration shall be reduced by an amount equal to 45.9% of such reduction in the capital and surplus of SSLIC. For purposes of this subparagraph, current assets of CEI shall mean cash and cash equivalents (with interest earned through the Closing Date) and accrued commissions due to IC from SSLIC and accrued interest due to CEI from SSLIC on the Surplus Debenture through the Closing Date and shall include the CEI Deposit Amount. With respect to accrued commissions due to IC from SSLIC and accrued interest due to CEI from SSLIC on the Surplus Debenture which have not been paid on the Closing Date (the "Accrued Commissions and Interest"), SNFC shall, within 30 days following the Closing Date, determine the amount of such commissions and interest and pay the same to the Disbursing Agent as part of the Merger Consideration. If the Closing Date occurs on a day other than the last day of a month: (i) interest payable by SSLIC to CEI on the Surplus Debenture for the period through the Closing Date shall be paid as part of the Merger Consideration, and (ii) commissions payable to SSLIC by IC for the period through the Closing Date shall be determined by prorating commissions paid to IC by SSLIC for the month in which the Closing Date occurs by multiplying the total amount of commissions paid for such month by a fraction, the numerator of which is the number of days in such month through the Closing Date and the denominator of which is the total number of days in such month, and such amount shall be paid as part of the Merger Consid...
Sample 1
AutoNDA by SimpleDocs

Related to Notice of Merger and Conversion of CEI Common into Right to Receive Cash

  • 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.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Certificate of Merger or Conversion Upon the required approval by the Manager of a Merger Agreement or a Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

  • Notice of Calculation of Conversion Consideration If Cash Settlement or Combination Settlement applies to the conversion of any Note, then the Company will determine the Conversion Consideration due thereupon promptly following the last VWAP Trading Day of the applicable Observation Period and will promptly thereafter send notice to the Trustee and the Conversion Agent of the same and the calculation thereof in reasonable detail. Neither the Trustee nor the Conversion Agent will have any duty to make any such determination.

  • Conversion of Merger Sub Capital Stock Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the certificate of merger:

  • Procedure for Merger, Consolidation or Conversion (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

  • 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.

  • Termination of Conversion Rights In the event of a liquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, the Conversion Rights shall terminate at the close of business on the last full day preceding the date fixed for the payment of any such amounts distributable on such event to the holders of Preferred Stock.

  • Certificate of Merger or Certificate of Conversion Upon the required approval by the General Partner and the Unitholders of a Merger Agreement or the Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion or other filing, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware or the appropriate filing office of any other jurisdiction, as applicable, in conformity with the requirements of the Delaware Act or other applicable law.

Time is Money Join Law Insider Premium to draft better contracts faster.