Target Preferred Stock Sample Clauses

Target Preferred Stock. Target has paid all accrued and payable dividends on the Target Preferred Stock pursuant to the terms of the Target Preferred Stock through the date hereof.

Target Preferred Stock. Target shall cause the Target Preferred Stock ---------------------- to convert into Target Common Stock in accordance with the Target Certificate of Incorporation immediately prior to the Effective Time.

Target Preferred Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Target or the holders of any Target Capital Stock, each share of Target Preferred Stock issued and outstanding immediately prior to the Effective Time following the conversion of the Series C Preferred Stock and Series C Prime Preferred Stock into shares of Target Common Stock (but excluding any Dissenting Shares), shall be cancelled and converted into the right to receive (without interest): (i) For each share of Series B Preferred Stock, Series B-1 Preferred Stock, Series B Prime Preferred Stock and Series B-1 Prime Preferred Stock: (A) an amount of cash equal to the Series B Per Share Amount and (B) any cash to be released from the Escrow Consideration or Expense Fund Amount in respect of such share of Series B Preferred Stock, Series B-1 Preferred Stock, Series B Prime Preferred Stock and Series B-1 Prime Preferred Stock in accordance with Section 9, if, as and when such release is required to be made. (ii) For each share of Series A Preferred Stock and Series A Prime Preferred Stock: (A) an amount of cash equal to the Series A Per Share Amount and (B) any cash to be released from the Escrow Consideration or Expense Fund Amount in respect of such share of Series A Preferred Stock and Series A Prime Preferred Stock in accordance with Section 9, if, as and when such release is required to be made. (iii) For each share of Series A-1 Preferred Stock and Series A-1 Prime Preferred Stock: (A) an amount of cash equal to the Series A-1 Per Share Amount and (B) any cash to be released from the Escrow Consideration or Expense Fund Amount in respect of such share of Series A-1 Preferred Stock and Series A-1 Prime Preferred Stock in accordance with Section 9, if, as and when such release is required to be made. (iv) At the Effective Time, there will be no shares of Series C Preferred Stock, Series C Prime Preferred Stock, Series A Second Preferred Stock, Series A-1 Second Preferred Stock, Series B Second Preferred Stock, Series B-1 Second Preferred Stock or Series C Second Preferred Stock outstanding, therefore no portion of the Merger Consideration will be allocated to such shares.

Target Preferred Stock. Each share of Target Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares) shall be converted and exchanged, without any action on the part of the holders thereof, into the right to receive (without interest) an amount of cash equal to the greater of (i) the Preferred Stock Preference Payment or (ii) the Per Share Consideration (calculated assuming the holders of the Target Preferred Stock converted to Common Stock), in each case, as adjusted by the Preferred Escrow Amount, as applicable, and Securityholders’ Agent Holdback Amount attributable to such share as contemplated in Sections 2.7 and 2.11 of this Agreement.

Target Preferred Stock. Each issued and outstanding share of Target Preferred Stock (other than shares canceled in accordance with Section 2.1(b) and Dissenting Shares as defined in Section 2.1(e)) shall be converted into the right to receive that number of shares of fully paid and nonassessable Buyer Common Stock equal to the quotient obtained by dividing (A) the Pool of Shares (as defined below) for such share's series, by (B) the total number of then issued and outstanding shares of Target Preferred Stock in such series and the number of shares of such series subject to then outstanding warrants, with the quotient thereby obtained carried to seven (7) decimal places. The foregoing conversion ratios shall be subject to the Post-Closing Adjustment (as defined in Section 2.4(a)) and to adjustment to reflect any stock split or stock dividend with respect to such series of Target Preferred Stock effected between the date of this Agreement and the Effective Time.

Target Preferred Stock. Except as set forth in § 3(e) and subject to the terms and conditions of this Agreement, in exchange for Certificates and/or affidavits representing all of its outstanding Target Preferred Stock (other than Dissenting Shares) delivered to the Exchange Agent pursuant to this Agreement, each Target Preferred Stockholder shall be entitled to receive an amount in cash equal to the Per Share Merger Consideration multiplied by the number of shares of Target Common Stock issuable upon conversion of each share of Target Preferred Stock owned by such Target Preferred Stockholder as reflected in the capitalization table attached hereto as Exhibit D. Pursuant to § 2(e)(ii), Parent shall transfer via wire transfer in immediately available funds the Exchange Amount to a single account specified in writing by the Exchange Agent. The Target Preferred Stockholder Merger Consideration shall be payable from the Exchange Amount following the Effective Time by the Exchange Agent to the Target Preferred Stockholders (other than Dissenting Stockholders) pursuant to the terms of this Agreement. For all purposes of this § 3(d)(ii), the holder of a Target Preferred Warrant shall be treated as a Target Preferred Stockholder (assuming a net exercise of such Target Preferred Warrant and the conversion of such shares of Target Preferred Stock into shares of Target Common Stock).

Target Preferred Stock. The Target Stockholder holds of record the number of shares of Target Preferred Stock set forth next to his or its name on the Annex.

Target Preferred Stock. Each share of Target Preferred Stock issued and outstanding immediately prior to the Closing Date shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the following: (i) the right to receive Three Dollars and Fifty-Eight Cents ($3.58) per share of Target Preferred Stock, the aggregate amount of which is set forth across from the name of each holder of Target Preferred Stock on Exhibit B; and (ii) the right to receive Twenty-Five Cents ($0.25) per share of Target Preferred Stock pursuant to the terms of the Escrow Agreement, the aggregate amount of which is set forth across the name of each holder of Target Preferred Stock on Exhibit B.

Target Preferred Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Target or the holders of any Target Capital Stock, each share of Target Preferred Stock issued and outstanding immediately prior to the Effective Time (but excluding any Dissenting Shares), shall be cancelled and converted into the right to receive an amount of cash (without interest) equal to (i) the applicable Per Share Amount for such share of Target Preferred Stock as set forth in the Payment Schedule, less the Per Share Escrow Amount in respect of such share and the Per Share Expense Amount in respect of such share, and (ii) any amount to be disbursed from the Escrow Consideration or the Expense Fund Amount in respect of such share of Target Preferred Stock in accordance with Section 9, if, as and when such release is required to be made.

Target Preferred Stock. Target shall take all actions necessary to enable the conversion as of the Effective Time of all of Target’s outstanding Series C Preferred Stock in accordance with the terms thereof and the documents and agreements related thereto.