Company Series C Preferred Stock. Each share of Company Series C Preferred Stock issued and outstanding immediately prior to the REIT Merger Effective Time shall automatically be converted into the right to receive from Parent one (1) share (the “REIT Series C Preferred Merger Consideration”, and together with the REIT Series A Preferred Merger Consideration, the “REIT Preferred Merger Consideration”) of a newly created series of preferred stock of Parent with substantially identical powers, preferences, privileges and rights as the Company Series C Preferred Stock (all interests of each such newly created series, collectively, the “New Parent Series E Preferred Stock”, and together with the New Parent Series D Preferred Stock, the “New Parent Preferred Shares”). All shares of Company Series C Preferred Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate or Book-Entry Share with respect to such Company Series C Preferred Stock that immediately prior to the REIT Merger Effective Time represented shares of Company Series C Preferred Stock shall cease to have any rights with respect to such Company Series C Preferred Stock, other than the right to receive the REIT Series C Preferred Merger Consideration and any dividends or other distributions to which such holder may be entitled, in accordance with Section 3.5.
Company Series C Preferred Stock. Each share of Company Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) will be cancelled and extinguished and will be converted automatically into the right to receive, upon surrender of the certificate representing such shares of Company Series C Preferred Stock, the Series C Liquidation Preference. EXECUTION COPY
Company Series C Preferred Stock. As of the Effective Time, each Company Series C Share that is issued and outstanding at the Effective Time (but before cancellation thereof by operation of the Merger) (except for Dissenting Shares) shall by virtue of the Merger and without any action on the part of any Party or holder thereof, be cancelled and converted into the right to receive:
Company Series C Preferred Stock. “Company Series C Preferred Stock” shall have the meaning specified in Section 3.1(a) of the Agreement.
Company Series C Preferred Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, each share of Company Series C Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without the need for any further action on the part of Acquirer, Sub, Company or the holder thereof (except as expressly provided herein), be converted into and represent the right to receive the Cash Amount Per Series C Share, without interest.
Company Series C Preferred Stock. Each share of Company Series C Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive $6.1393047 ($0.5762295 of which will be withheld to secure certain indemnification obligations pursuant to the Merger Agreement).
Company Series C Preferred Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or any Stockholder, each share of Company Series C Preferred Stock (other than any Dissenting Shares) issued and outstanding immediately prior to the Effective Time will be canceled and extinguished and be converted automatically into the right to receive, upon surrender of the certificate representing such share of Company Series C Preferred Stock in the manner provided in SECTION 1.8, the Series C Preferred Stock Amount plus the Participating Stock Amount. Notwithstanding the foregoing, the amount of cash distributable to Stockholders with respect to shares of Company Series C Preferred Stock shall be made and/or reduced accordingly pursuant to (A) the deferred payment provisions of SECTION 1.6(g) hereof and (B) the holdback provisions of SECTION 1.8(b) and ARTICLE VII hereof.
Company Series C Preferred Stock. Each share of Company Series C Preferred Stock issued and outstanding immediately prior to the Effective Time, other than shares of Company Series C Preferred Stock to be cancelled pursuant to Section 2.2(b) and any Dissenting Shares, will be cancelled and extinguished and automatically converted into the right to receive, in cash as set forth herein, an amount equal to the Per Share Series C Merger Consideration. Each Company Note that is outstanding immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive, in cash, an amount equal to the Per Share Series C Merger Consideration multiplied by the number of shares of Company Series C Preferred Stock into which such Company Note is convertible as of immediately prior to the Effective Time. The Company Warrant, if outstanding immediately prior to the Effective Time, will be cancelled and automatically converted into the right to receive, in cash, an amount equal to the Per Share Series C Merger Consideration multiplied by the number of shares of Company Series C Preferred Stock for which the Company Warrant is exercisable as of immediately prior to the Effective Time. For all purposes of calculating Merger Consideration and the allocation of Merger Consideration among the Company Securityholders (including all calculations of the number of shares of Company Series C Preferred Stock and Company Capital Stock outstanding immediately prior to the Effective Time used therein), the Company Notes and the Company Warrant outstanding immediately prior to the Effective Time shall be deemed to have been converted or exercised, as applicable, into the maximum number of whole shares of Company Series C Preferred Stock into which they were convertible or for which they were exercisable, as applicable, immediately prior to the Effective Time. If the Company Warrant is outstanding immediately prior to the Effective Time, the holder of the Company Warrant will not be required to pay the aggregate exercise price of the Company Warrant in cash in connection with its conversion into Per Share Series C Merger Consideration at the Effective Time, but such amount of aggregate exercise price will be deducted from the aggregate amount of Merger Consideration that is distributed at the Closing to the holder of the Company Warrant.
Company Series C Preferred Stock. Each share of Company Series C Preferred Stock issued and outstanding immediately prior to the Effective Time, subject to Section 2.6(g), and excluding Dissenting Shares, will be cancelled and extinguished and be converted automatically into the right to receive an amount (the “Series C Preferred Consideration”), without interest, equal to the sum of (i) the Per Share Upfront Stock Consideration, (ii) following the Release Date and subject to and in accordance with Section 2.10(c), Article X and the Escrow Agreement, the Per Share Escrow Consideration, if any, (iii) following the final determination of the Closing Working Capital and the Closing Certificate pursuant to Section 2.10(b), the Per Share Working Capital Surplus, if any, and (iv) following the Representative Fund Release Date, the Per Share Representative Fund Consideration, if any. All shares of Company Series C Preferred Stock, when so converted will be automatically cancelled and extinguished and shall cease to exist, and each holder of a share of Company Series C Preferred Stock immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the rights, in each case subject to the terms and conditions of this Agreement and the Escrow Agreement, to receive the Series C Preferred Consideration.
Company Series C Preferred Stock. Each share of Series C Preferred Stock, par value $0.0001 per share, of the Company (the “Series C Stock”) issued and outstanding immediately prior to the Effective Time, other than any Dissenting Shares and any Cancelled Shares, shall be cancelled and extinguished and shall be converted into the right to receive a payment in cash, without interest, as set forth on Schedule 2.1 attached hereto, payable in accordance with the Allocation of after surrender of instruments representing such Series C Stock in the manner provided in Sections 2.7 and 2.10.
