Option Securities and Convertible Securities; Payment Rights Sample Clauses

Option Securities and Convertible Securities; Payment Rights. At the ------------------------------------------------------------ Effective Time, (a) each outstanding Option Security and each outstanding Convertible Security exercisable or convertible to purchase Shares as of immediately prior to the Effective Time, will be canceled and the holder thereof will be entitled to receive, and will receive, upon payment of the consideration required to exercise or convert, or debit of such consideration against the Merger Consideration otherwise due, and termination of such holder's rights to exercise or convert, as the case may be, all other Option Securities or Convertible Securities issued to such holder, Merger Consideration in the form of shares of VIALOG Stock issuable and cash payable with respect to the number of Shares issuable pursuant to such Option Security or Convertible Security so exercised or converted, as the case may be, as provided in Section 2.1(a), plus cash in lieu of receipt of a fractional share in an amount determined as provided in Section 2.1(d), and (b) each Option Security outstanding not then exercisable or exercised and the conversion rights of each Convertible Security outstanding not then convertible or converted will be canceled.
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Option Securities and Convertible Securities; Payment Rights. At the Effective Time, subject to the provisions of Section 6.10, each outstanding Option Security and each Convertible Security of ATC, if any, whether or not then exercisable for or convertible into ATC Shares or other ATC securities, outstanding immediately prior to the Effective Time, shall be canceled and retired and shall cease to exist, and the holder thereof shall not be entitled to receive any consideration therefor.
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Option Securities and Convertible Securities; Payment Rights. At the Effective Time, each outstanding Option Security and each Convertible Security of Gearon, if any, whether or not then exercisable for or convertible into Gearon Shares or other Gearon securities, outstanding immediately prior to the Effective Time, shall be canceled and retired and shall cease to exist, and the holder thereof shall not be entitled to receive any consideration therefor.
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Option Securities and Convertible Securities; Payment Rights. At the Effective Time, each outstanding Option Security and each Convertible Security, whether or not then exercisable for or convertible into Company Shares, outstanding immediately prior to the Effective Time, shall be canceled and retired and shall cease to exist, and the holder thereof shall not be entitled to receive any consideration therefor.
Sample 1Sample 2
Option Securities and Convertible Securities; Payment Rights. At ------------------------------------------------------------ the Effective Time, (a) each outstanding Option Security and each outstanding Convertible Security exercisable or convertible to purchase Shares as of immediately prior to the Effective Time, will be canceled and the holder thereof will be entitled to receive, and will receive, upon payment of the consideration required to exercise or convert, or debit of such consideration against the Merger Consideration otherwise due, and termination of such holder's rights to exercise or convert, as the case may be, all other Option Securities or Convertible Securities issued to such holder, Merger Consideration in the form of cash payable with respect to the number of Shares issuable pursuant to such Option Security or Convertible Security so exercised or converted, as the case may be, as provided in Section 2.1(a) and (b) each Option Security outstanding not then exercisable or exercised and the conversion rights of each Convertible Security outstanding not then convertible or converted will be canceled, and (b) VIALOG shall grant options for 142,850 shares exercisable at $7.00 per share to such key employees of the Surviving Corporation as VIALOG and the Principal Stockholder shall mutually agree. The grant of an option pursuant to this Section 2.4(b) shall be in addition to and not in lieu of any other options VIALOG shall deem appropriate to motivate employees of the Surviving Corporation to exert their best efforts on behalf of VIALOG. At such time that VIALOG completes an initial public offering of its shares or is acquired or otherwise merges with another entity and the initial public offering price or acquisition or merger consideration is less than $15.00 per share, such option holders shall receive additional options at $7.00 per share on a pro rata basis such that the total aggregate value to said option holders at the time of the initial public offering or acquisition or merger is equal to $1,000,000. If prior to a VIALOG initial public offering or merger for the consideration set forth in the previous sentence, such option holder leaves the employ of the Surviving Corporation or an affiliated VIALOG entity so as to require such option holder to exercise such option or lose such option, VIALOG shall cause a bonus to be granted to such option holder equal to $7.00 times the number of such options held by such holder.
Sample 1
Option Securities and Convertible Securities; Payment Rights. At the ------------------------------------------------------------ Effective Time, (a) each outstanding Option Security and each outstanding Convertible Security exercisable or convertible to purchase Shares as of immediately prior to the Effective Time, will be canceled and the holder thereof will be entitled to receive, and will receive, upon payment of the consideration required to exercise or convert, or debit of such consideration against the Merger Consideration otherwise due, and termination of such holder's rights to exercise or convert, as the case may be, all other Option Securities or Convertible Securities issued to such holder, Merger Consideration in the form of cash payable with respect to the number of Shares issuable pursuant to such Option Security or Convertible Security so exercised or converted, as the case may be, as provided in Section 2.1(a) and (b) each Option Security outstanding not then exercisable or exercised and the conversion rights of each Convertible Security outstanding not then convertible or converted will be canceled.
Sample 1

Related to Option Securities and Convertible Securities; Payment Rights

  • 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:

  • Options, Rights, Warrants and Convertible and Exchangeable Securities In case the Company shall at any time after the date hereof issue options, rights or warrants to subscribe for shares of Stock, or issue any securities convertible into or exchangeable for shares of Stock, for a consideration per share less than the Exercise Price in effect or the Market Price immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, or without consideration, the Exercise Price in effect immediately prior to the issuance of such options, rights, warrants or such convertible or exchangeable securities, as the case may be, shall be reduced to a price determined by making a computation in accordance with the provisions of Section 8.1 hereof; PROVIDED, that:

  • 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, or shall fix a record date for the determination of holders of any class of securities entitled to receive, any Options or Convertible Securities, 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) 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 or, in case such a record date shall have been fixed, as of the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), provided that such Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 2.5) of such shares would be less than the Current Market Price immediately prior to such issue, sale, grant or assumption or immediately prior to the close of business on such record date (or, if the Common Stock trades on an ex-dividend basis, on the date prior to the commencement of ex-dividend trading), 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

  • Treatment of Expired Options and Unexercised Convertible Securities If, in any case, the total number of shares of Common Stock issuable upon exercise of any Option or upon conversion or exchange of any Convertible Securities is not, in fact, issued and the rights to exercise such Option or to convert or exchange such Convertible Securities shall have expired or terminated, the Exercise Price then in effect will be readjusted to the Exercise Price which would have been in effect at the time of such expiration or termination had such Option or Convertible Securities, to the extent outstanding immediately prior to such expiration or termination (other than in respect of the actual number of shares of Common Stock issued upon exercise or conversion thereof), never been issued.

  • Issuance of Convertible Securities If the Company in any manner issues or sells any Convertible Securities, whether or not immediately convertible (other than where the same are issuable upon the exercise of Options) and the price per share for which Common Stock is issuable upon such conversion or exchange is less than the Market Price on the date of issuance, then the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities will, as of the date of the issuance of such Convertible Securities, be deemed to be outstanding and to have been issued and sold by the Company for such price per share. For the purposes of the preceding sentence, the "price per share for which Common Stock is issuable upon such conversion or exchange" is determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issuance or sale of all such Convertible Securities, plus the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange thereof at the time such Convertible Securities first become convertible or exchangeable, by (ii) the maximum total number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. No further adjustment to the Exercise Price will be made upon the actual issuance of such Common Stock upon conversion or exchange of such Convertible Securities.

  • Convertible Securities Any evidences of indebtedness, shares of stock (other than Common Stock) or other securities directly or indirectly convertible into or exchangeable for Additional Shares of Common Stock.

  • Adjustment for Convertible Securities Issue If the Company issues any securities convertible into or exchangeable for Common Stock (other than securities issued in transactions described in subsections (b) and (c) of this Section 11) for a consideration per share of Common Stock initially deliverable upon conversion or exchange of such securities less than the Closing Price per share on the date of issuance of such securities, the number of shares of Common Stock issuable upon exercise of each Warrant shall be adjusted in accordance with this formula: N’ = N x O + D O + P/M where: N’ = the adjusted number of shares of Common Stock issuable upon exercise of each Warrant. N = the current number of shares of Common Stock issuable upon exercise of each Warrant. O = the number of shares outstanding immediately prior to the issuance of such securities. P = the aggregate consideration received for the issuance of such securities. M = the Closing Price per share on the date of issuance of such securities. D = the maximum number of shares deliverable upon conversion or in exchange for such securities at the initial conversion or exchange rate. The adjustment shall be made successively whenever any such issuance is made, and shall become effective immediately after such issuance. If all of the Common Stock deliverable upon conversion or exchange of such securities have not been issued when such securities are no longer outstanding, then the number of shares of Common Stock issuable upon exercise of each Warrant shall promptly be readjusted to what it would have been had the adjustment upon the issuance of such securities been made on the basis of the actual number of shares of Common Stock issued upon conversion or exchange of such securities. This subsection (e) does not apply to:

  • Convertible Preferred Stock The Holder and the Corporation shall maintain records showing the number of shares of Series A Convertible Preferred Stock so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Corporation, so as not to require physical surrender of the certificate representing the Series A Convertible Preferred Stock upon each such conversion. In the event of any dispute or discrepancy, such records of the Corporation establishing the number of shares of Series A Convertible Preferred Stock to which the record holder is entitled shall be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if Series A Convertible Preferred Stock represented by a certificate are converted as aforesaid, a Holder may not transfer the certificate representing the Series A Convertible Preferred Stock unless such Holder first physically surrenders the certificate representing the Series A Convertible Preferred Stock to the Corporation, whereupon the Corporation will forthwith issue and deliver upon the order of such Holder a new certificate of like tenor, registered as such Holder may request, representing in the aggregate the remaining number of shares of Series A Convertible Preferred Stock represented by such certificate. A Holder and any assignee, by acceptance of a certificate, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of any Series A Convertible Preferred Stock, the number of shares of Series A Convertible Preferred Stock represented by such certificate may be less than the number of shares of Series A Convertible Preferred Stock stated on the face thereof. Each certificate for Series A Convertible Preferred Stock shall bear the following legend: ANY TRANSFEREE OF THIS CERTIFICATE SHOULD CAREFULLY REVIEW THE TERMS OF THE CORPORATION'S CERTIFICATE OF AMENDMENT RELATING TO THE SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE, INCLUDING SECTION 6(c)(iv) THEREOF. THE NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK STATED ON THE FACE HEREOF PURSUANT TO SECTION 6(c)(iv) OF THE CERTIFICATE OF AMENDMENT RELATING TO THE SERIES A CONVERTIBLE PREFERRED STOCK REPRESENTED BY THIS CERTIFICATE.

  • Common Shares 4 Company...................................................................................... 4

  • If Other Securities and Warrants Warrant Certificates will be issued with the Other Securities and each Warrant Certificate will evidence [●] Warrants for each [$[●] principal amount] [[●] shares] of Other Securities issued.]

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