Stock Conversion. Borrower authorizes conversion of any Stock or Participation Certificates into any other class of Stock or Participation Certificates of ACA as provided by law, and authorizes ACA’s appropriate officer(s) to record such conversion on ACA’s books, with full power of substitution. In an Event of Default, ACA may retire any Stock/Participation Certificates acquired by Borrower at book value (not to exceed par value or face amount) and apply the proceeds to the outstanding balance of any Loan. When the policies of ACA permit retirement of excess Stock/Participation Certificates, ACA, at its sole discretion, may elect to retire and apply excess Stock/Participation Certificates to Borrower’s Obligations, or if permitted by ACA’s policies, excess Stock or Participation Certificates may be applied upon request by Borrower.
Stock Conversion. Shares Section 2.1(d)(i) Subsidiary Section 8.6(a)(vii) Surviving Corporation Section
Stock Conversion. Immediately following the completion of the Divestiture, OCS shall complete the Stock Conversion.
Stock Conversion. Immediately following consummation of the Merger, the Steel Affiliates shall convert such number of shares of voting common stock of SPAH owned by the Steel Affiliates into shares of non-voting common stock of SPAH as is necessary to maintain a joint ownership level by the Steel Affiliates of SPAH voting common stock at below 5% of the total outstanding shares of voting common stock of SPAH. The number of shares of voting common stock of SPAH to be converted to non-voting common stock pursuant to this Section 2 shall be jointly determined by the Steel Affiliates.
Stock Conversion. The Holder hereby irrevocably agrees to convert the entire $104,000 principal amount, together with all accrued but unpaid interest, due to the Holder under certain demand promissory notes from the Company (the “Notes”) into the number of restricted shares of Common Stock (the “Shares”) of the Company as set forth below (the “Conversion”), and the Company hereby agrees to issue such Shares in consideration for the Conversion: Date of Conversion: June 28, 2012 Total Number of Restricted Shares Granted: 2,000,000 The Holder agrees that, upon execution of this Agreement and delivery of the Shares registered in the name of the Holder, the Notes are hereby cancelled and the obligations of the Company thereunder are considered satisfied in full. The Shares issued to the Holder hereunder refer to and include all of the shares issued to the Holder pursuant to this Agreement, and to all securities received in addition thereto or in replacement thereof, pursuant to or in consequence of any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares or other similar corporate change.
Stock Conversion. Prior to the Option Expiration Date, Sellers shall not convert or exchange any of the Teletouch Securities or exercise any warrants or rights of conversion with respect to the Teletouch Securities and will not consent to or allow such conversion or exercise by any of their Affiliates.
Stock Conversion. Upon the Effective Date of the Merger, each share of Contango-Nevada Common Stock issued and outstanding immediately prior thereto shall, by virtue of the Merger, and without any action by the Constituent Corporations, the holder of such shares, or any other person, be deemed to represent the right to receive one-half of one fully paid and nonassessable share of the corresponding Contango-Delaware Common Stock. No fractional shares of Contango-Delaware Common Stock shall be issued and, in lieu thereof, stockholders holding a number of shares of Contango-Nevada Common Stock not evenly divisible by two, upon surrender of their old certificates, shall be paid an amount of cash, without interest, rounded to the nearest cent, determined by the multiplying of (i) the Market Price of a share of Nevada Common Stock on November 16, 2000 by (ii) the fractional interest to which such stockholder would otherwise be entitled. The "Market Price" of a share of Nevada Common Stock means the average closing prices of such Common Stock on the securities exchange or other national market system on which such Common Stock is then traded over the six month-trading day period immediately prior to November 16, 2000 or, if the Common Stock is not then traded on a securities exchange or national market system, the average of the closing prices on the over-the-counter market on which such Common Stock is then traded as of the close of such market on each day over the six month-trading day period immediately prior to such date. On each day during the six month-trading period on which there are no trades, the Company will use the closing price on the last trading day prior to such date. As promptly as practical after the determination of the amount of cash to be paid to holders of fractional share interests, U.S. Stock Transfer Corporation, the transfer agent for each of the Constituent Corporations (the "Transfer Agent"), will so notify the Surviving Corporation and the Surviving Corporation will deposit such amount with the Transfer Agent and cause the Transfer Agent to forward payments to such holders of fractional shares subject to and in accordance with the terms of this Merger Agreement.
Stock Conversion. If on or before the Closing HNC has delivered to FTI (or been deemed by the foregoing provisions of this Section 2.1.2 to have delivered) an Election Notice electing a Stock Conversion, then this Section 2.1.2(a) and Section 2.2.2(a) shall apply to the Merger and Section 2.1.2(b) and Section 2.2.2(b) shall not apply to the Merger and, subject to the provisions of Sections 2.3, 2.4, 2.6 and 2.8, at the Effective Time, each share of FTI Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any FTI Dissenting Shares as provided in Section 2.1.3) will, by virtue of the Merger, and without the need for any further action on the part of the holder thereof, be converted into: (i) a number of shares of HNC Common Stock that is equal to the Closing HNC Merger Shares Conversion Ratio, subject to the provisions of Section 2.3 regarding the elimination of fractional shares; (ii) the right to receive an amount of cash equal to the amount obtained by dividing (A) One Million Five Hundred Thousand Dollars ($1,500,000) by (B) the Number of FTI Fully Diluted Shares; and (iii) the contingent non-transferable right to receive additional shares of HNC Common Stock in accordance with the provisions of Section 2.2.
Stock Conversion. If on or before the Closing, HNC has delivered to FTI (or pursuant to the provisions of Section 2.1.2 was deemed to have delivered to FTI) an Election Notice electing a Stock Conversion, then this Section 2.2.2(a) shall apply to the Merger, Section 2.2.2(b) shall not apply to the Merger and, subject to the provisions of Sections 2.3, 2.4, 2.6 and 2.8, in addition to the shares of HNC Common Stock to be issued upon the conversion of the shares of FTI Common Stock pursuant to the provisions of Section 2.1.2(a), if, and only if, the amount of FTI's EBIT for calendar year 1998 equals or exceeds twenty percent (20%) of the FTI Gross Revenues for the full (i.e., twelve month) calendar year ended December 31, 1998, then, within five (5) business days after the delivery of the Earn-Out Computation Notice, HNC will issue to each FTI Shareholder a number of shares of HNC Common Stock equal to the product obtained by multiplying (a) the number of shares of FTI Common Stock that were issued and outstanding and owned of record by such FTI Shareholder immediately prior to the Effective Time, by (b) the 1998 Earn-Out Conversion Ratio, subject to the provisions of Section 2.3 regarding the elimination of fractional shares.
Stock Conversion. If HNC elects (or is deemed by the provisions of Section 2.1.2 to have elected) a Stock Conversion, then within five (5) business days after the Effective Time, HNC will pay to each FTI Shareholder, by check or wire transfer, that portion of the amount of cash payable under Section 2.1.2
(a) into which the shares of FTI Common Stock that were issued and outstanding and owned of record by such FTI Shareholder immediately prior to the Effective Time were converted pursuant to Section 2.1.2(a), and each such cash payment to an FTI Shareholder will be rounded to the nearest whole dollar.
