Preferred Stock Conversion. At the Conversion Time, the Preferred Stock Conversion shall automatically take effect without any action on the part of the Holder such that the Holder shall receive that number of shares of Common Stock (the “Conversion Shares”) as stipulated therein and as stated on Schedule A attached hereto and the Holder acknowledges, accepts and authorizes the foregoing Preferred Stock Conversion. To the extent that full conversion of all shares of Preferred Stock held by the Holder would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to receive such number of Conversion Shares to such extent (or beneficial ownership of such Conversion Shares as a result of such Preferred Stock Conversion to such extent) and such portion of such Preferred Stock Conversion to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in such Holder exceeding the Beneficial Ownership Limitation (as defined and described below).
Preferred Stock Conversion. If the Preferred Stock Conversion shall have been requested by Parent, the Preferred Stock Conversion shall have been consummated pursuant to the terms of the Certificate of Designation and pursuant to applicable law.
Preferred Stock Conversion. As of the date of issuance of this Warrant, the Company is in the process of converting certain preferred stock to common stock pursuant to a plan approved by the Bankruptcy Court on March 27, 2006 (the “PS Conversion”). The Holder is aware of the PS Conversion and, notwithstanding anything in this Warrant to the contrary, none of the Anti-Dilution provisions of Article IV shall apply to any modification or change in the capital structure or any distributions made in connection with the PS Conversion. This Warrant is expressly granted in contemplation of, and the rights hereunder shall be effective as if, the PS Conversion has been completed. The maximum number of shares of Common Stock to be issued under the PS Conversion shall not exceed 8,994,357 (excluding the Common Stock to be issued pursuant to the warrants granted to the holders of this Warrant and the warrants granted to Flagstone Securities).
Preferred Stock Conversion. The Company shall take all actions necessary to cause each share of Company Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be converted immediately prior to the Effective Time into a number of shares of Company Common Stock at the then-effective conversion rate (as calculated pursuant to the Company Certificate of Incorporation) in accordance with the Company Certificate of Incorporation (such conversions, the “Company Preferred Stock Conversion”). Following the Company Preferred Stock Conversion all of the shares of Company Preferred Stock shall be canceled or terminated, as applicable, shall no longer be outstanding and shall cease to exist and no payment or distribution shall be made with respect thereto, and each holder of Preferred Stock shall thereafter cease to have any rights with respect to such securities. The Preferred Stock Conversion may be made contingent upon the occurrence of the Closing.
Preferred Stock Conversion. The Company Preferred Stock shall have been converted into Company Common Stock.
Preferred Stock Conversion. The Preferred Stock Conversion shall have been consummated.
Preferred Stock Conversion. (a) As of the date hereof, Questor agrees to and hereby does convert (i) 9,058.42 shares of Series E Preferred Stock of the Company, representing all of its Series E Preferred Stock immediately prior to such conversion, into 381,407.11 shares of Common Stock of the Company in accordance with the conversion rate set forth in the certificate of designation governing the Series E Preferred Stock and (ii) 23,375 shares of Series F Preferred Stock of the Company, representing 50% of Questor's Series F Preferred Stock immediately prior to such conversion, into 34,527,594.305 shares of Common Stock of the Company in accordance with the conversion rate set forth in the certificate of designation governing the Series F Preferred Stock. As of the Subsequent Closing Date (as defined in the Purchase Agreement) Questor agrees to and will convert its remaining 23,375 shares of Series F Preferred Stock of the Company into 46,910,503 shares of Common Stock of the Company in accordance with the conversion rate set forth in the then-effective certificate of designation governing the Series F Preferred Stock, subject to completion of the Preferred Stock Amendment (as defined in the Purchase Agreement) and the satisfaction of the Thayer Condition (as defined in the Purchase Agreement).
(b) Questor hereby waives all of its rights under the certificate of designations of the Series F Preferred Stock other than the rights set forth in Sections 6(a), 7(a) through (c), 7(e), 7(f), 7(i) through (j), and 7(p) through (t). The Company hereby agrees with Questor to complete and cause to become effective the Preferred Stock Amendment (as defined in the Purchase Agreement). Thayer hereby agrees with Questor to cause the Thayer Condition (as defxxxx xn the Purchase Agreement) to be satisfied. Xx xhe Company changes (or establishes a record date for changing) the number of shares of Common Stock issued and outstanding prior to the Subsequent Closing Date (as defined in the Purchase Agreement) as a result of a stock split, stock dividend, recapitalization, subdivision, reclassification, combination, exchange of shares or similar transaction with respect to the outstanding shares of Common Stock, then the number of shares into which the Series F Preferred (as defined in the Purchase Agreement) shall be convertible pursuant to the Preferred Stock Amendment shall be appropriately adjusted to preserve the percentage ownership of the Common Stock that the holders of the Series F Preferred would...
Preferred Stock Conversion. Company shall have effected a conversion of all shares of Company Preferred Stock into shares of Company Common Stock immediately prior to the Effective Time (the “Preferred Stock Conversion”).
Preferred Stock Conversion. Immediately prior to the Effective Time, each of the shares of Company Preferred Stock, other than the outstanding share of Company Series A-2.2 Preferred Stock, shall be converted into shares of Company Common Stock pursuant to the approval of the stockholders of the Company as set forth in the Stockholder Written Consent and Article IV Section B.3.b of the Company’s Certificate of Incorporation.
Preferred Stock Conversion. All shares of Preferred Stock of Sky shall have been converted into shares of Common Stock of Sky.
