Conversion and Exchange of Securities. SECTION 1401. [Reserved]. ARTICLE FIFTEEN
Conversion and Exchange of Securities. 68 SECTION 1401. Applicability of Article....................................................................68
Conversion and Exchange of Securities. 4 2.1 Shares of the Surviving Corporation............................ 4 2.2 Conversion of Company Common Stock............................. 4 2.3 Conversion of Data Labs Securities............................. 4 2.4
Conversion and Exchange of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party hereto or the holder of any of the following Securities:
Conversion and Exchange of Securities. 66 SECTION 1401. Applicability of Article.................................................................66 SECTION 1402. Exercise of Conversion and Exchange Privilege............................................66
Conversion and Exchange of Securities. 3 Section 2.1 Conversion of Capital Stock........................................................ 3 Section 2.2 Exchange of Certificates........................................................... 4 Section 2.3 Dissenting Stockholders............................................................ 7 Section 2.4 Alternative Merger Consideration................................................... 8 Section 2.5 Material Adverse Effect............................................................ 8 ARTICLE III
Conversion and Exchange of Securities. 3 SECTION 2.1 Conversion of Capital Stock.............................. 3 SECTION 2.2 Exchange of Certificates................................. 5 SECTION 2.3 Material Adverse Effect.................................. 9
Conversion and Exchange of Securities. Assuming that immediately prior to the Effective Date 8,185,642 shares of the common stock, par value $.001 per share, of the Company (“Company Common Stock”) are issued and outstanding, then, upon the consummation of the Merger, the stockholders of the Company immediately prior to the Merger (assuming that none of those stockholders dissent from the Merger) shall own approximately 38%, and the stockholders of the Acquired Corporation (assuming that none of those stockholders dissent from the Merger) (the “Acquired Corporation Stockholders”) and the Employees (as defined below) shall jointly own approximately 62%, of the 21,530,405 shares of Company Common Stock to be issued and outstanding immediately after the Merger, assuming the vesting and exercise of all Management Stock and Options (as defined below), which ownership structure shall be effected as follows:
Conversion and Exchange of Securities. Section 3.1 Conversion of Shares; Merger....................................................... 6 Section 3.2
Conversion and Exchange of Securities. At the Closing provided for in Section 3 hereof, Castle Creek shall (a) convert and exchange 2,000 Series A Shares into (i) 1,250,000 shares of Common Stock (the "New Shares"), (ii) a promissory note payable to the order of Castle Creek in the principal amount of $1,500,000 and substantially in the form attached hereto as Exhibit C (the "Note") and (iii) $500,000 in cash, (b) retain 3,000 Series A Shares (the "Retained Series A Shares"), and (c) amend and restate the Warrant substantially in the form attached hereto as Exhibit D (the "Restated Warrant"). Concurrently with (a) the closing of the transactions contemplated in the Exchange Agreement or (b) any similar restructuring transaction that (i) is approved by the Company's Board of Directors, (ii) is fair from a financial point of view to the Company's stockholders and (iii) is consummated on or before September 30, 2001, Castle Creek shall contribute the Retained Series A Shares to txx Xxxxxxx, xxxx xrom all taxes, liens, claims and encumbrances; provided, however, that if the closing of the transactions contemplated in the Exchange Agreement or such similar restructuring transaction do not occur on or before September 30, 2001, Castle Creek's obligation to contribute the Retained Series A Shares shall terminate. From the date hereof until October 1, 2001, Castle Creek shall not sell, assign, transfer or otherwise convey or encumber or in any other manner dispose of, by conversion or otherwise, the Retained Series A Shares.
