Assumption and Conversion of Mead Options Sample Clauses

Assumption and Conversion of Mead Options. (i) As of the Effective Time, each opxxxx to purchase Mead Common Stock issued under each Mead Stock Plan (as defined in Xxxtion 4.1(c)) (collectively, the "Xxxd Options") that is outstanding immediately prior to the Effectxxx Time and each Limited Right issued under each Mead Stock Plan (collectively, the "Mead Limited Rights") that is xxxxtanding immediately prior to the Xxxective Time shall be converted into an option (a "Parent Option") or a Limited Right (a "Parent Limited Right"), as applicable, with respect to the greatest number of whole shares of Parent Common Stock that does not exceed the number of shares of Mead Common Stock with respect to the Mead Option or Mead Limited Xxxxt, as applicable, immediately priox xx the Effectxxx Time multiplied by the "Mead Exchange Ratio". The Mead Exchange Ratio shall be the sum of (x) plus (y), where (x) is xxx and (y) is the number equal to the quotient of $1.20 divided by the Parent Closing Share Value. "
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Assumption and Conversion of Mead Options. (i) As of the Effective Time, each option to purchase Mead Common Stock issued under each Mead Stock Plan (as defined in Sexxxxn 4.1(c)) (collectively, the "MEXX XPTIONS") that is outstanding immediately prior to the Effective Xxxe and each Limited Right issued under each Mead Stock Plan (collectively, the "MEAD LIMITED RIGHTS") that is outxxxxding immediately prior to the Efxxxxive Time shall be converted into an option (a "PARENT OPTION") or a Limited Right (a "PARENT LIMITED RIGHT"), as applicable, with respect to the greatest number of whole shares of Parent Common Stock that does not exceed the number of shares of Mead Common Stock with respect to the Mead Option or Mead Limited Rigxx, as applicable, immediately prior tx xxe Effective Xxxe multiplied by the "MEAD EXCHANGE RATIO". The Mead Exchange Ratio shall be the sum of (x) xxxs (y), where (x) is onx xxd (y) is the number equal to the quotient of $1.20 divided by the Parent Closing Share Value. "

Related to Assumption and Conversion of Mead Options

  • Extension and Conversion Subject to the terms of Section 5.2, the Borrower shall have the option, on any Business Day, to extend existing Loans into a subsequent permissible Interest Period or to convert Loans into Loans of another interest rate type; provided, however, that (i) except as provided in Section 3.8, Eurodollar Loans may be converted into Base Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Base Rate Loans may be converted into Eurodollar Loans, only if no Default or Event of Default is in existence on the date of extension or conversion, (iii) Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of "

  • Merger and Consolidation Conversion 24 (a) Merger and Consolidation. 24 (b) Conversion 24 Section 4. Reorganization 25 Section 5. Amendments 25 Section 6. Filing of Copies, References, Headings 26 Section 7. Applicable Law 26 Section 8. Provisions in Conflict with Law or Regulations. 26 Section 9. Statutory Trust Only 26 Section 10. Fiscal Year 33 AGREEMENT AND DECLARATION OF TRUST OF

  • Conversion of Merger Sub Stock Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, which shares at such time shall comprise the only outstanding shares of capital stock of the Surviving Corporation.

  • Continuation and Conversion Elections By delivering a Continuation/Conversion Notice to the Administrative Agent on or before 12:00 noon, New York City time, on a Business Day, the Borrower may from time to time irrevocably elect, on not less than one Business Day's notice (in the case of a conversion of LIBO Rate Loans to Base Rate Loans) or three Business Days' notice (in the case of a continuation of LIBO Rate Loans or a conversion of Base Rate Loans into LIBO Rate Loans) nor more than five Business Days' notice (in the case of any Loans) that all, or any portion (a) in a minimum amount of $1,000,000 or any larger integral multiple of $500,000, be, in the case of Base Rate Loans, converted into LIBO Rate Loans or, in the case of LIBO Rate Loans, continued as LIBO Rate Loans or (b) in a minimum amount of $500,000 or any larger integral multiple of $100,000, be, in the case of LIBO Rate Loans, converted into Base Rate Loans (in the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan at least three Business Days before the last day of the then current Interest Period with respect thereto, such LIBO Rate Loan shall, on such last day, automatically convert to a Base Rate Loan); provided, however, that (x) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of the relevant Lenders, and (y) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default has occurred and is continuing.

  • Conversion of Merger Sub Common Stock At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

  • Continuation and Conversion of Loans Subject to the terms and conditions of this Agreement, the Borrower may borrow the Loans as Base Rate Loans or Eurodollar Loans and, until the applicable Maturity Date, the Borrower may Continue Eurodollar Loans or Convert Loans of one Type into Loans of the other Type.

  • Installation and Conversion State Street and the Fund shall be responsible for the technical installation and conversion (“Installation and Conversion”) of the Designated Configuration. The Fund shall have the following responsibilities in connection with Installation and Conversion of the System:

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the certificate of merger:

  • Procedure for Merger, Consolidation or Conversion (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

  • CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER Section 801. Company May Consolidate, Etc.,

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