Treatment of Company Securities Sample Clauses

Treatment of Company Securities. On the terms and subject to the conditions set forth in this Agreement, and without any action on the part of any Company Securityholder:
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Treatment of Company Securities. All shares of Company Common Stock (including Company Common Stock issued upon any Company Convertible Securities Conversion that have been converted pursuant to Section 2.01(b)) shall be cancelled automatically and shall cease to exist, and the holders of (i) certificates which immediately before the Effective Time represented such shares (the “Company Stock Certificates”) or (ii) shares represented by book-entry (the “Company Book-Entry Shares”) shall cease to have any rights with respect to those shares, other than the right to receive the Merger Consideration in accordance with Section 2.02.
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Treatment of Company Securities. Each share of common stock, $0.01 par value, of the Company (the “Company Common Stock”) held, directly or indirectly, by Parent or Acquisition Sub (it being agreed and understood that Privet Fund LP shall contribute its shares to Parent prior to the Closing Date) (the “Privet Shares”), shall remain outstanding after the Effective Time as shares of the Surviving Corporation, and no consideration or payment shall be delivered in exchange therefor or in respect thereof in connection with the Merger. For the avoidance of doubt, shares of Company Common Stock held by Privet Fund Management LLC shall not be contributed to Parent or Acquisition Sub prior to the Closing Date and shall be converted into the right to receive the Merger Consideration pursuant to Section 3.1(b).
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Treatment of Company Securities. Held in an Individual Shares Savings Plan. (a) Each shareholder of the Company who holds Company Shares in a plan d'epargne en actions (a "PEA") as of the date of this Agreement shall have the option to either (i) exchange their Company Shares for shares of Issuer Common Stock in accordance with the terms and subject to the conditions of the Share Exchange at the Closing or (ii) enter into a Put/Call Agreement, substantially in the form of Exhibit H attached hereto (the "Put/Call Agreement"), with the Issuer, pursuant to which, among other things, such shareholder shall have the right to require the Issuer to purchase, and the Issuer shall have the right to require such shareholder to sell to the Issuer, the Company Shares held in the PEA, at any time for a period of 30 days after the closing of the First Equity Financing, for an aggregate purchase price, payable in cash, equal to the product of (A) the product of the number of Company Shares held in the PEA multiplied by the Exchange Ratio, multiplied by (B) the price per share of Issuer Common Stock sold in the First Equity Financing, less the underwriters' discounts or commissions; provided, however, that, in the event that the First Equity Financing is not consummated within two years after the Closing, each Company Share subject to a Put/Call Agreement shall be exchanged for the number of shares of Issuer Common Stock equal to the Exchange Ratio. Such shareholder shall inform the Issuer, in writing, at least five business days prior to the Closing of the option such shareholder has elected in accordance with this Section 1.09(a); provided, however, that, in the event that such shareholder shall fail to inform the Issuer of its election in accordance with this Section 1.09(a), such shareholder shall be deemed to have elected to exchange their Company Shares for shares of Issuer Common Stock in accordance with the terms and subject to the conditions of the Share Exchange. "First Equity Financing" shall mean the first offering of equity securities of the Issuer with aggregate proceeds (net of any underwriters' discounts or commission and expenses related to the financing) of at least ten times the aggregate U.S. dollar amount which would be payable by the Issuer for the Company Shares held in a PEA in accordance with all of the Put/Call Agreements entered into by the Issuer in accordance with this Section 1.09 completed by the Issuer after the Closing, but excluding any issuance of equity securities of t...
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Treatment of Company Securities. All of the outstanding common equity units in the Company (the “Company Units”) and the profit participation units issued pursuant to the M2M Spectrum Networks, LLC 2016 Restricted Unit Plan (the “PPR Units”) issued and outstanding immediately prior to the Effective Time shall be cancelled or converted as set forth in this Section 1.5 into the right to receive a number of shares of Parent’s common stock, par value $0.0001 per share (“Parent Common Stock”), such that the aggregate number of shares of Parent Common Stock issuable pursuant to this Agreement as a result of the Merger equals no more than 148,266,632 shares of Parent Common Stock, and all warrants issued to investors in the M2M Spectrum Networks, LLC Partners Program and Reservation Program (shall, without further action, be adjusted pursuant to the terms thereof in accordance with such warrant and the adjustment notice to be sent by the Surviving Company to such warrantholders pursuant to the terms of each such warrant. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:
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Treatment of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub or the Company:
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Treatment of Company Securities 
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Related to Treatment of Company Securities

  • Treatment of Company Warrants Each outstanding warrant to purchase Company Common Shares (the “Company Warrants”), whether or not exercisable at the Effective Time, shall, at the option of the holder thereof: (i) be surrendered to Parent in exchange for an amount equal to (A)the per share Consideration multiplied by (B) the number of Company Common Shares the holder of such Company Warrant would have received had such holder exercised such Company Warrant immediately prior to the Closing (assuming for the purposes of this calculation, the cashless exercise of such Company Warrant); or (ii) remain outstanding following the Effective Time in accordance with the terms thereof (each such Company Warrant that remains outstanding following the Effective Time, a “Company Converted Warrant”). For the avoidance of doubt, following the Effective Time, Company Converted Warrants will, in accordance with the provisions of Section 7 thereof, represent a right to purchase, for a price equal to the Exercise Price (as defined in such Company Converted Warrant) multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing, (I) an amount of cash equal to the Cash Consideration multiplied by the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing and (II) that number of Parent Common Shares equal to the number of Company Common Shares for which such Company Converted Warrant may have been exercised immediately prior to the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with the terms of the Company Converted Warrants; provided, that, the number of Parent Common Shares deliverable upon the exercise of the Company Converted Warrants following the Closing shall be subject to adjustment for events subsequent to the Closing on terms economically equivalent to those provided in the Company Converted Warrants. Also for the avoidance of doubt, upon exercise, to the extent applicable, the holder of any Company Converted Warrant shall be entitled to receive any evidences of indebtedness, assets (including cash) or other property such holder would have been entitled to receive in lieu of an adjustment to the Exercise Price (as defined in the Company Warrants) in accordance with the terms of such Company Converted Warrant.

  • Treatment of Company Options Prior to the Effective Time, the Board of Directors of the Company (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions necessary and appropriate to provide that, at the Effective Time, each unexpired and unexercised Company Option shall become fully vested and exercisable and shall be cancelled and, in exchange therefor, each former holder of any such cancelled Company Option shall be entitled to receive, in consideration of such cancellation, payments in cash (subject to any applicable withholding or other Taxes required by applicable Law to be withheld) equal to the product of (i) the total number of shares of Common Stock previously subject to such Company Option multiplied by (ii) the amount by which the Option In-The-Money Amount, calculated as of the Effective Time and recalculated, if applicable, in connection with any recalculation of the Common Merger Consideration, exceeds the exercise price of such Company Option (for the avoidance of doubt, without duplication of any amounts previously paid to holders of such Company Options in accordance herewith). Any such amount payable hereunder with respect to any Company Option shall be referred to as an “Option Payment”, and the aggregate of all such amounts payable hereunder shall be referred to as the “Option Payments”. At or prior to the Effective Time, Parent will make available to the Surviving Corporation the cash to be delivered in respect of the Option Payments based on the calculation of the Common Merger Consideration at the Effective Time (the “Closing Option Payments”). Option Payments following the Effective Time shall be made on or about the same dates, and subject to the same terms, as payments of the Merger Consideration to the holders of Company Capital Stock. Any Company Options shall no longer be exercisable by the former holder thereof, but shall only entitle such holder to the payment of the applicable Option Payments in accordance with this Section 2.6(d), which for the avoidance of doubt includes the right to receive payments in connection with any Excess Payment or any release of funds from the General Escrow Account or the Equityholders’ Representative Escrow Account. At the Effective Time, all Company Option Plans shall be terminated and no further Company Options shall be granted thereunder. The Company will use commercially reasonable efforts to cause each holder of Company Options to enter into a written agreement effectuating the foregoing, and the payment of the Option Payment to each holder of Company Options shall be subject to such holder’s execution and delivery of such agreement in the form attached hereto as Exhibit D (such agreement, an “Option Holder Letter”).

  • Treatment of Company Stock Options (a) The Company promptly shall notify each holder of the Company Stock Options, in writing, of the Transactions in accordance with the Company Stock Plans (the “Option Holder Notice”). The Option Holder Notice shall (i) apprise the holders of outstanding Company Stock Options of their ability to exercise the Options in accordance with the Company Stock Plan prior to the Effective Time, (ii) disclose that, if not exercised, such Company Stock Options will terminate at the Effective Time and (iii) disclose that if any Company Stock Options are not exercised prior to the Effective Time or terminated as contemplated in clause (ii), the holders of such Company Stock Options will be entitled to receive the Option Merger Consideration in respect of such Company Stock Options. As of the Effective Time, each outstanding Company Stock Option shall be terminated by virtue of the Merger and each holder of a Company Stock Option shall cease to have any rights with respect thereto, other than the right to receive, in respect of each such terminated Company Stock Option, a single lump sum payment (without interest and subject to the deduction and withholding of such amounts as Parent, the Surviving Entity or the Exchange Agent, as applicable, is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law) in cash an amount equal to the excess, if any, of (i) the Merger Consideration over (ii) the per share exercise price for such Company Stock Option (the “Option Merger Consideration”). Payment of the Option Merger Consideration to each of the holders of Company Stock Options entitled thereto shall be made as soon as practicable after the Effective Time, subject to the terms and conditions of this Agreement. Any amounts withheld and paid over to the appropriate taxing authority by Parent, the Surviving Entity or the Exchange Agent will be treated for all purposes of this Agreement as having been paid to the holder of the Company Stock Option in respect of whom such deduction and withholding was made. If the per share exercise price of any such Company Stock Option is equal to or greater than the Merger Consideration, such Company Stock Option shall be canceled with a cash payment of $0.001 per share being made in respect of each share of Company Common Stock subject to such Company Stock Option, for each Company Stock Option rounded to the next highest full cent. Prior to the Effective Time, the Company shall take all actions required by the Company Stock Plans under which such Company Stock Options were granted to cause such Company Stock Plans and all Company Stock Options granted thereunder to terminate at the Effective Time, including adopting any plan amendments and resolutions and obtaining any required Consents, without paying any consideration or incurring any debts or obligations on behalf of the Company or the Surviving Entity.

  • Treatment of Company Equity Awards Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof) shall adopt appropriate resolutions and take all other actions to provide that, immediately prior to the Effective Time:

  • Treatment of Unexchanged Shares No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate (or shares of Company Common Stock held in book-entry form) with respect to the shares of Parent Common Stock issuable upon surrender thereof, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.02(f), until the surrender of such Certificate (or shares of Company Common Stock held in book-entry form) in accordance with this Article II. Subject to escheat, Tax or other applicable Law, following surrender of any such Certificate (or shares of Company Common Stock held in book-entry form), there shall be paid to the holder of the certificate representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(f) and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

  • Ownership of Company Securities Except as disclosed in writing to the Company as of the date of this Agreement, no Purchaser, any of its Affiliates, or any other Persons whose beneficial ownership of shares of Common Stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, including any “group” of which the Purchaser is a member, directly or indirectly owns, beneficially or otherwise (including solely with respect to an economic interest), any of the outstanding shares of Common Stock, or any other shares of capital stock, options, warrants, derivative securities, rights or any other securities (including any securities convertible into, exchangeable for or that represent the right to receive securities) of the Company. The Company acknowledges and agrees that the representations contained in this Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any representations and warranties contained in any other Transaction Document or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future.

  • Company Securities Section 3.2(a)........................................11

  • Conversion of Company Securities At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities:

  • Freedom to Trade in Company Securities The Rights Agent and any stockholder, director, officer or employee of the Rights Agent may buy, sell or deal in any of the Rights or other securities of the Company or become pecuniarily interested in any transaction in which the Company may be interested, or contract with or lend money to the Company or otherwise act as fully and freely as though it were not Rights Agent under this Agreement. Nothing herein shall preclude the Rights Agent from acting in any other capacity for the Company or for any other legal entity.

  • Treatment of Shares Section 2.1 Effect of the Merger on Capital Stock.............................2 Section 2.2 Exchange of Certificates..........................................6

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