Company Convertible Debentures Sample Clauses

Company Convertible Debentures. On the Closing Date, by virtue of the Merger and without any action on the part of the holders thereof, each convertible debenture of the Company issued and outstanding at the Record Date (the "Convertible Debentures") shall be (x) converted into the right to receive that portion of the Closing Cash Amount on the Closing Date as set forth on Exhibit C (the "Closing Debenture Payment"), and the right to receive that portion of the Escrow Deposit as set forth on Exhibit C in the manner, at the time or times, upon the terms and subject to the conditions provided in the Escrow Agreement and (y) canceled as of the Effective Time.
Sample 1
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Company Convertible Debentures. At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each convertible debenture of the Company issued and outstanding at the Record Date (the "Convertible Debentures") shall be converted into the right to receive that portion of the Closing Cash Amount at the Effective Time as set forth on Exhibit C-3 of the Merger Agreement (the "Closing Debenture Payment"), and the right to receive that portion of the Escrow Amount in the manner, at the time or times, and under the conditions provided in the Escrow Agreement.
Sample 1
Company Convertible Debentures. (a) As of the date hereof, the aggregate principal amount of Company Convertible Debentures outstanding is $770,000.
Sample 1
Company Convertible Debentures. In accordance with the terms of the Company Debenture Indenture, each Company Debenture Holder will be entitled to receive (and such holder shall accept) upon the conversion of such holder’s Company Convertible Debenture, in lieu of Company Shares to which such holder was theretofore entitled upon such conversion, the number of Purchaser Shares which the Company Debenture Holder would have been entitled to receive as a result of the transactions contemplated by the Arrangement if, immediately prior to the Effective Date, such Company Debenture Holder had been the registered holder of the number of Company Shares to which such Company Debenture Holder would have been entitled if such Company Debenture Holder had converted such holder’s Company Convertible Debentures immediately prior to the Effective Time. Each Company Convertible Debenture will continue to be governed by and be subject to the terms of the Company Debenture Indenture, subject to the Supplemental Debenture Indenture, any debenture certificate or conversion documents, as applicable, provided by the Purchaser to the Company Debenture Holders to facilitate the conversion of the Company Convertible Debentures.
Sample 1
Company Convertible Debentures. As of and after the Effective Time, from time to time and at any time upon the conversion of any Company Convertible Debentures by any holder thereof, (a) Newco shall deliver to such holder the number of shares of Newco Common Stock and cash in lieu of fractional shares of Newco Common Stock such holder would have been entitled to receive as if such holder had converted the Company Convertible Debentures into shares of Company Common Stock immediately prior to the Effective Time and (b) Parent shall, or shall cause the Company to, deliver to such holder the amount of cash such holder would have been entitled to receive as if such holder had converted the Company Convertible Debentures into shares of Company Common Stock immediately prior to the Effective Time.
Sample 1

Related to Company Convertible Debentures

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "Wachovia, N.A., as Escrow Agent for MobilePro Corp.,/ Cornell Capital Partners, LP ", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

  • Purchase and Sale of Convertible Debentures 5 2.1 Purchase and Sale; Purchase Price..........................................................................5 2.2 Execution and Delivery of Documents; the Closing...........................................................6 2.3 The Post-Closing...........................................................................................7

  • The Debentures SECTION 2.01.

  • Conversion Shares The Company has authorized and has reserved and covenants to continue to reserve, free of preemptive rights and other similar contractual rights of stockholders, a number of shares of Common Stock equal to one hundred fifty percent (150%) of the number of shares of Common Stock as shall from time to time be sufficient to effect the conversion of all of the Preferred Shares and exercise of the Warrants then outstanding. Any shares of Common Stock issuable upon conversion of the Preferred Shares and exercise of the Warrants (and such shares when issued) are herein referred to as the “Conversion Shares” and the “Warrant Shares”, respectively. The Preferred Shares, the Conversion Shares and the Warrant Shares are sometimes collectively referred to as the “Shares”.

  • Convertible Note From and after the Effective Time, the Company's $8,000,000 10% convertible subordinated promissory note, dated November 20, 1998, payable to Wind Point Partners III, L.P. (the "Convertible Note") shall, in accordance with the terms of the Convertible Note, represent the right, upon conversion thereof in accordance with its terms, to receive in cash, without interest, a single lump sum cash payment equal to the product of (i) the number of shares of Company Common Stock issuable upon the conversion of such Convertible Note in accordance with its terms immediately prior to the Effective Time and (ii) the Common Stock Merger Consideration, such cash payment to be reduced by any required withholding of Taxes.

  • Convertible Notes The Convertible Notes are subject to different conversion calculations depending on the event triggering conversion as described in the Notes (e.g., an IPO or other liquidity event). For illustration purposes, assuming the optional conversion right is exercised today, based on the current capitalization and the $50,000,000 assumed valuation specified for an optional conversion in the Notes, there would be 4,705,224 additional shares issued; provided however, that each holder of Notes is subject to a maximum 9.99% ownership of the shares of capital stock of the Company at any one time. This illustration calculation does not account for the 6% interest component.

  • The Warrants The Warrants shall have the terms and conditions and be in the form attached hereto as Exhibit B.

  • Conversion of Debentures Section 16.01.

  • Conversion of Company Shares As of the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Company Share or Acquiror Share, each Company Share issued and outstanding immediately prior to the Effective Time (other than (a) shares to be cancelled in accordance with Section 3.2 and (b) Dissenting Shares) shall be converted into the right to receive in cash from Acquiror, without interest, an amount equal to $16.00 (the "Merger Consideration").

  • Conversion of Company Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock (as defined below) or any capital stock of Merger Sub:

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