Treatment of Company Preferred Stock. Each share of Series A Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Company Preferred Stock”) outstanding immediately prior to the Effective Time shall, at the election of the holders of a majority of such shares of Company Preferred Stock in accordance with that certain Certificate of Designations of Series A Cumulative Perpetual Convertible Preferred Stock of SemGroup Corporation, filed with the Secretary of State of the State of Delaware on January 19, 2018 (the “Certificate of Designations”), either (i) convert into Shares immediately prior to the Effective Time pursuant to Section 8(c)(i) of the Certificate of Designations, (ii) be exchanged for a “Substantially Equivalent Security” (as defined in the Certificate of Designations) pursuant to Section 8(c)(ii) of the Certificate of Designations or (iii) be redeemed by the Company for cash at a price per share equal to 101% of the Liquidation Preference (as defined in the Certificate of Designations) pursuant to Section 8(c)(iv) of the Certificate of Designations. Each holder of Shares issued upon conversion of shares of Company Preferred Stock pursuant to Section 2.1(b)(i) shall receive the Merger Consideration in exchange for such Shares. Notwithstanding anything in this Agreement to the contrary, any election by the holders of shares of Company Preferred Stock pursuant to this Section 2.1(b) must be made in accordance with the terms of Section 8(c) of the Certificate of Designations.
Treatment of Company Preferred Stock. Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall, by virtue of the Merger and without any action on the part of any holder thereof, automatically become a share of the corresponding series of preferred stock of the Surviving Corporation. To the extent necessary to effectuate the foregoing sentence, the Surviving Corporation shall file a new certificate of designation for each series of Company Preferred Stock, with the same terms and conditions, and issue to the holders of such shares of Company Preferred Stock shares of preferred stock of the Surviving Corporation evidencing such holders’ right to convert such Company Preferred Stock into Alternate Consideration (as defined in the Certificate of Designation of the applicable series of Company Preferred Stock).
Treatment of Company Preferred Stock. (A) If the Company Preferred Shareholder Approval has been obtained at or prior to the completion of the Company Shareholders’ Meeting at which the Company Common Shareholder Approval is obtained (the “Company Preferred Approval Event”), then Section 2.1(a)(iii)(B) shall apply to the Company Preferred Stock. If there is no Company Preferred Approval Event, the Company will effect the redemption to be effective immediately prior to the Effective Time of each issued and outstanding share of Company Preferred Stock for an amount in cash equal to the applicable Secondary Company Redemption Price (the “Preferred Redemption”) in accordance with the terms and subject to the conditions of this Agreement, including Section 5.19. In the event that the Preferred Redemption has been completed prior to the Effective Time, Parent shall have no obligation to take the actions in respect of the exchange of the Company Preferred Stock set forth in Section 2.2.
(B) If the Company Preferred Approval Event occurs, then at the Effective Time and pursuant to a certificate of designation in substantially the form attached hereto as Exhibit B creating a series of 8.875% redeemable preferred stock, par value $0.01 per share, of Parent, with the number, designations, preferences, limitations, and relative rights, voting redemption and other rights thereof (the “Parent New Preferred Stock”), filed with the Secretary of State of the State of Delaware (the “New Certificate of Designation”), each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, other than any Dissenting Preferred Shares, shall be converted automatically into and shall thereafter represent the right to receive from Parent (i) one share of validly issued, fully paid and nonassessable Parent New Preferred Stock and (ii) any dividend or distribution on such share of Company Preferred Stock that has been declared but not paid as of the Effective Time (which dividend or distribution shall be payable to the applicable holder of record in accordance with the Company Preferred Statement of Resolutions). Any revisions and/or amendments to the form attached hereto as Exhibit B as Parent deems necessary, advisable or appropriate based on discussions with the holders of the Company Preferred Stock and as to which the holders of a majority of the outstanding shares have agreed may be submitted to the Company for its written consent (i) which shall be granted for any such revisions and/o...
Treatment of Company Preferred Stock. Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding from and after the Effective Time as one share of Surviving Corporation Preferred Stock having the powers, preferences and rights substantially similar to the Company Preferred Stock. Without any action on the part of the holders of the Company Preferred Stock, all outstanding certificates which immediately prior to the Effective Time represented such shares of Company Preferred Stock and book-entry shares which immediately prior to the Effective Time represented such shares of Company Preferred Stock shall, from and after the Effective Time, continue to represent a number of shares of Surviving Corporation Preferred Stock equal to the number of shares of Company Preferred Stock represented thereby immediately prior to the Effective Time (each such share, a “Rolled Preferred Share”). For the avoidance of doubt, any holder of a share of Company Preferred Stock may exercise its right to convert its shares of Company Preferred Stock into Company Common Stock pursuant to the applicable provisions of the Certificate of Designations prior to the Effective Time, and such holder may make an Election with respect to such shares of Company Common Stock following such conversion (subject to the election procedures in Section 3.3 and the proration provisions in Section 3.4).
Treatment of Company Preferred Stock. (i) Subject to subsection (b) of this Section 2.2, at the Effective Time each issued and outstanding share of Company Preferred Stock, other than any shares of Company Preferred Stock to be cancelled in accordance with Section 2.1 hereof and other than Dissenting Shares, if any, shall be converted into the right to receive the Merger Consideration that the holder of such Company Preferred Stock would have received pursuant to Section 2.2(a) hereof (subject to the proviso therein) had such holder converted such shares of Company Preferred Stock into shares of Company Common Stock immediately prior to the Effective Time.
Treatment of Company Preferred Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Parties or holders of any securities of the Company or of Purchaser, subject to any applicable withholding Tax, each share of the Company’s 8.125% Series A Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Company Preferred Stock” or such shares, the “Company Preferred Shares”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive one newly issued share of Parent Series H Preferred Stock (the “Preferred Merger Consideration”), subject to the provisions of this Article III. From and after the Effective Time, all such Company Preferred Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of such Company Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Preferred Merger Consideration therefor upon the surrender of such Company Preferred Shares in accordance with Section 3.2.
Treatment of Company Preferred Stock. (a) Subject to the ------------------------------------ terms and conditions of this Agreement, each Stockholder agrees that, immediately prior to the Effective Time, each share of the Series A Convertible Participating Preferred Stock, par value $.01 per share, of the Company (the "Company Preferred Stock"), beneficially owned by such Stockholder shall be ------------------------ converted into shares of Company Common Stock in accordance with the Company's Certificate of Designation for the Company Preferred Stock, which shares shall then, in accordance with the terms of the Merger Agreement, be converted in the Merger into the right to receive shares of Acquiror Common Stock equal to the product of (i) the Exchange Ratio and (ii) the number of shares of Company Common Stock issuable upon conversion of such share of Company Preferred Stock immediately prior to the Effective Time (such conversion by any holder of Company Common Stock is hereby referred to as the "Company Preferred Stock ----------------------- Conversion"
Treatment of Company Preferred Stock. (a) Subject to the terms and conditions of this Agreement, each Stockholder agrees that, immediately prior to the Effective Time, each share of the Series A Convertible Participating Preferred Stock, par value $.01 per share, of the Company (the "Company Preferred Stock"), beneficially owned by such Stockholder shall be converted into shares of Company Common Stock in accordance with the Company's Certificate of Designation for the Company Preferred Stock, which shares shall then, in accordance with the terms of the Merger Agreement, be converted in the Merger into the right to receive shares of Acquiror Common Stock equal to the product of (i) the Exchange Ratio and (ii) the number of shares of Company Common Stock issuable upon conversion of such share of Company Preferred Stock immediately prior to the Effective Time (such conversion by any holder of Company Common Stock is hereby referred to as the "Company Preferred Stock Conversion"). Each Stockholder agrees to deliver the certificates evidencing its Company Preferred Stock to the Company on or prior to the fifth business day preceding the Effective Time, along with appropriate instructions and authorization to cause such shares of the Company Preferred Stock to be converted to Company Common Stock as contemplated hereby.
(b) In the event that any holder of Company Preferred Stock has not agreed to make a Company Preferred Stock Conversion, as provided above, or fails to perform the obligations set forth above, each Stockholder hereby agrees to vote all of its Shares in favor of an amendment to the Certificate of Designation or to B-2 105 the Restated Certificate of Incorporation of the Company, as amended as of the date hereof (the "Certificate of Incorporation"), in order to cause the conversion of all outstanding Company Preferred Stock in the Merger as contemplated by Section 2.7(b) of the Merger Agreement.
Treatment of Company Preferred Stock. As soon as possible following (i) obtaining the Requisite Company Vote, all necessary approvals by the United States Department of Treasury (“Treasury”) to redeem such Series B Preferred Stock (as defined below), all the relevant approvals by Governmental Entities under applicable laws to redeem the Series B Preferred Stock (as defined below) and all Requisite Regulatory Approvals, and (ii) the agreement by the Company that all conditions to the Closing have been satisfied or waived (other than the delivery of opinions, certificates and other documents on the Closing Date as provided for herein), and in any event not later than five (5) business days prior to the Closing Date, Parent shall fund the purchase by either Parent or the Company from the Treasury of each share of the Company’s TARP Community Development Capital Initiative Shares (“Series B Preferred Stock”), issued and outstanding on such date (such purchase, the “TARP Purchase”); provided, however, that Parent agrees to provide financing for the entire amount of the TARP Purchase for an interim period of up to one month.
Treatment of Company Preferred Stock. Each share of Series E Preferred Stock of the Company that is owned immediately prior to the Effective Time by an Eagle Entity, which shares constitute all the outstanding shares of Series E Preferred Stock, shall remain outstanding following the Merger in accordance with their terms.
