Consideration Conversion of Shares Sample Clauses

Consideration Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto or the holders of any of the following securities:
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Consideration Conversion of Shares. (a) Upon the terms and subject to the conditions set forth in this Agreement, the aggregate consideration to be paid for the entire fully diluted equity interest of the Company shall be Fifty-Three Million Dollars ($53,000,000) (the "Base Merger Consideration"), subject to adjustment as set forth in this Section 2.4 and Section 2.5 (the Base Merger Consideration as adjusted pursuant to Sections 2.4 and 2.5 is referred to hereinafter as the "Merger Consideration"). The Base Merger Consideration shall be adjusted as follows:
Sample 1
Consideration Conversion of Shares. (a) The Initial Merger Consideration shall be equal to $82,900,000, in cash. The "Closing Consideration," as calculated on a per Common Share basis, is the quotient of (x) the Initial Merger Consideration, as so adjusted pursuant to the terms of Sections 1.6(b), 1.17, 4.8(c) and 4.15 hereof, plus the aggregate exercise price for all outstanding Options and Warrants over (y) the number of Common Shares on a fully diluted basis. The Closing Consideration, as so adjusted pursuant to the terms of Section 1.6(e), shall be referred to as the "Final Consideration."
Sample 1
Consideration Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto, except as provided in paragraph (b) below, (i) 11,043,645 shares of GA REIT Common Stock (corresponding to 11,043,645 Class A Partnership Units then owned by, or concurrently being received upon conversion of the Class C Partnership Units by, GA REIT as limited partner of the Partnership) shall be cancelled and converted automatically into 11,043,645 newly issued shares of Class A Common Stock of QTS REIT, (ii) 3,600,000 share of GA REIT Common Stock (corresponding to 3,600,000 Class A Partnership Units then owned by, or concurrently being received upon conversion of the Class D Partnership Units by, GA REIT as limited partner of the Partnership) shall be cancelled and converted automatically into 3,600,000 newly issued shares of Class A Common Stock of QTS REIT (the shares of Class A Common Stock of QTS REIT set forth in the foregoing clauses (i) and (ii) collectively, the “Stock Merger Consideration”), which shares of QTS REIT shall be delivered to GA Stockholder upon Closing, and (iii) each share of GA REIT Preferred Stock shall be cancelled and converted automatically into the right to receive cash in the amount of $1,000, plus an amount equal to any accrued and unpaid dividends thereon pursuant to Section 6.3(b)(i) of the GA REIT Articles of Incorporation to the date of such payment (the “Cash Merger Consideration” and collectively with the Stock Merger Consideration, the “Merger Consideration”).
Sample 1
Consideration Conversion of Shares. ELECTION PROCESS; EXCHANGE PROCEDURE
Sample 1
Consideration Conversion of Shares. 3 2.1 Merger Consideration...................................................3 2.2
Sample 1
Consideration Conversion of Shares. (a) Upon the terms and subject to the conditions set forth in this Agreement, the aggregate consideration to be distributed to the Holder shall be (i) $1,750,000 in cash (the "Cash Consideration"); plus, (ii) subject to the collar set forth in Section 2.5, that number of shares of Parent Common Stock (each such share, a "Merger Share," and all such shares, collectively, the "Share Consideration" or the "Merger Shares") derived by dividing (A) $5,390,000; by (B) the Final Closing Share Price (the Cash Consideration and the Share Consideration are collectively, the "Merger Consideration"). Subject to the provisions of Section 2.7 regarding fractional shares and Section 2.4(d) regarding the escrow of a portion of the Merger Shares, the Share Consideration shall be delivered on the Effective Date to the Holder in the form of stock certificates of Parent Common Stock, duly issued in the name of the Holder; provided, however, that if the Holder fails to deliver at the Closing (A) the certificates representing the Holder's shares of Company Common Stock duly endorsed in blank or accompanied by stock powers duly endorsed in blank, in proper form for transfer, or (B) in the case of lost certificates, an affidavit and indemnification agreement in form and substance reasonably satisfactory to Parent, then
Sample 1
AutoNDA by SimpleDocs
Consideration Conversion of Shares. At the Effective Time, ----------------------------------- in consideration for the Shareholders' entry into this Agreement and fulfillment of the obligations, covenants, terms and conditions set forth herein, andby virtue of the Merger and without any action on the part of the holder thereof:
Sample 1
Consideration Conversion of Shares 
Sample 1Sample 2Sample 3See All (28)

Related to Consideration Conversion of Shares

  • Conversion of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:

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

  • Conversion of Preferred Shares If, at any time, any of the Preferred Shares are converted into REIT Shares, in whole or in part, then a number of Partnership Preferred Units equal to the number of Preferred Shares so converted shall automatically be converted into a number of Partnership Common Units equal to (i) the number of REIT Shares issued upon such conversion divided by (ii) the Adjustment Factor then in effect, and the Percentage Interests of the General Partner and the Limited Partners shall be adjusted to reflect such conversion.

  • Conversion of Preferred Stock If the Class is a class and series of the Company’s convertible preferred stock, in the event that all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant to the provisions of the Company’s Certificate of Incorporation, including, without limitation, in connection with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant.

  • Reservation of Shares Issuable Upon Conversion The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Debenture and payment of interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder (and the other holders of the Debentures), not less than such aggregate number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Purchase Agreement) be issuable (taking into account the adjustments and restrictions of Section 5) upon the conversion of the outstanding principal amount of this Debenture and payment of interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid and nonassessable and, if the Registration Statement is then effective under the Securities Act, shall be registered for public sale in accordance with such Registration Statement.

  • 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 Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

  • Delivery of Common Stock Upon Conversion Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement.

  • Conversion of Shares Exchange of Certificates Section 2.1

  • Delivery of Conversion Shares Upon Conversion Not later than five (5) Trading Days after each Conversion Date (the “Share Delivery Date”), the Company shall deliver, or cause to be delivered, to the Holder (A) the Conversion Shares which, on or after the earlier of (i) the six month anniversary of the Original Issue Date or (ii) the Effective Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Purchase Agreement) representing the number of Conversion Shares acquired upon the conversion of this Debenture (including, if the Company has given continuous notice pursuant to Section 2(b) for payment of interest in Common Shares at least 20 Trading Days prior to the date on which the Notice of Conversion is delivered to the Company, Common Shares allocated pursuant to the conversion of accrued interest otherwise determined pursuant to Section 2(a) but assuming that the Interest Notice Period is the 20 Trading Days period immediately prior to the date on which the Notice of Conversion is delivered to the Company and excluding for such issuance the condition that the Company deliver Interest Conversion Shares as to such interest payment prior to the commencement of the Interest Notice Period) and (B) a bank check in the amount of accrued and unpaid interest (if the Company has elected or is required to pay accrued interest in cash). On or after the earlier of (i) the six-month anniversary of the Original Issue Date or (ii) the Effective Date, the Company shall deliver any Conversion Shares required to be delivered by the Company under this Section 4(c) electronically through the Depository Trust Company or another established clearing corporation performing similar functions.

Time is Money Join Law Insider Premium to draft better contracts faster.