Conversion Number. The holder of any Convertible Debenture, at its option, will be entitled at any time commencing three (3) Business Days after Stockholder Approval and ending on the close of business on the final maturity date of the Convertible Debentures to convert any Convertible Debentures, or portions thereof, into shares of Series D Preferred Stock. The Convertible Debenture will automatically be converted into share of Series D Preferred Stock upon the closing of a firmly underwritten public offering of Common Stock on a Form S-1 Registration Statement at an aggregate public offering price (after underwriting discounts and commissions) of at least $10,000,000 and a per share price equal to or greater than $4.00 (as appropriately adjusted for stock splits and the like). In either case (each of which is sometimes hereinafter referred to as a "Conversion"), the number of shares of Series D Preferred Stock to be issued upon such Conversion shall be determined by dividing the aggregate principal balance of the Convertible Debenture to then be converted by twenty-five hundredths (0.25). The Company is not required to issue fractional shares of Series D Preferred Stock upon conversion of any Convertible Debenture and, in lieu thereof, will pay a cash adjustment.
Conversion Number. If the foregoing calculation results in an assumed Company Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such option shall be rounded down to the nearest whole number of shares. The term, exercisability, vesting schedule, status as an "incentive stock option" under Section 422 of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder (the "Code"), if applicable, and all other terms and conditions of Company Options will, to the extent permitted by law and otherwise reasonably practicable, be unchanged. Continuous employment with the Company or any of its subsidiaries shall be credited to the optionee for purposes of determining the vesting of the number of shares of Parent Common Stock subject to exercise under the optionee's assumed Company Option after the Effective Time. "Company Options" means any option granted, and not exercised or expired, to a current or former employee, director or independent contractor of the Company or any of its subsidiaries or any predecessor thereof to purchase Shares pursuant to any stock option, stock bonus, stock award, or stock purchase plan, program, or arrangement of the Company or any of its subsidiaries or any predecessor thereof (collectively, the "Stock Plans") or any other contract or agreement entered into by the Company or any of its subsidiaries.
Conversion Number. 4 (d) Cancellation and Retirement of Chartwell Common Stock...4 SECTION 2.2. Exchange of Certificates.........................................4 (a) Exchange Agent..........................................4 (b) Letter of Transmittal...................................4 (c) Exchange Procedures.....................................4 (d) Distributions with Respect to Unexchanged Shares........5 (e) No Further Ownership Rights in Chartwell Common Stock...5 (f)
Conversion Number. If the foregoing calculation results in an assumed Company Option being exercisable for a fraction of a share of Parent Common Stock, then the number of shares of Parent Common Stock subject to such option shall be rounded down to the nearest whole number of shares. The term, exercisability, vesting schedule, status as an "INCENTIVE STOCK option" under Section 422 of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder (the "CODE"), if applicable, and all other terms and conditions of unvested Company Options being assumed by Parent will, to the extent permitted by law and otherwise reasonably practicable, be unchanged. Continuous employment with the Company or any of its subsidiaries shall be credited to the optionee for purposes of determining the vesting of the number of shares of Parent Common Stock subject to exercise under the optionee's assumed Company Option after the Effective Time. "COMPANY OPTION" means any option granted, whether or not exercisable, and not exercised or expired, to a current or former employee, director or independent contractor of the Company or any of its subsidiaries or any predecessor thereof to purchase Shares pursuant to any stock option, stock bonus, stock award, or stock purchase plan, program, or arrangement of the Company or any of its subsidiaries or any predecessor thereof (collectively, the "STOCK PLANS") or any other contract or agreement entered into by the Company or any of its subsidiaries. Notwithstanding any other provision of this Section 2.5, payment may be withheld in respect of any Company Option until necessary consents are obtained.
Conversion Number. As used herein, the Conversion Number means the amount equal to: (a) such number of shares of Star Common Stock (the "Star Share Number") as has an aggregate Market Price on the third business day prior to the Effective Time (the "Trigger Date") equal to $4,850,000; divided by (b) the
Conversion Number. If the foregoing calculation results in a MarketWatch Warrant being exercisable for a fraction of a share of MarketWatch Common Stock, then the number of shares of MarketWatch Common Stock subject to such MarketWatch Warrant shall be rounded down to the nearest whole number with no cash being payable for such fractional share. If a MarketWatch Warrant is exercisable for a per share exercise price that includes a fraction of a cent, the exercise price shall be rounded down to the nearest whole cent. All terms and conditions of each Charts Warrant that is converted into a MarketWatch Warrant in the Merger will, to the extent permitted by law and otherwise reasonably practicable, be unchanged and continue in effect after the Effective Time of the Merger.
Conversion Number. The preceding provisions of this Section 2.1(c) are subject to the provisions of Section 2.1(e) regarding the elimination of fractional Merger Shares), Section 2.1(f) (regarding Dissenting Shares) and Section 2.5 (regarding the withholding of Escrow Shares).
Conversion Number. Section 2.1 date hereof...................................................................................... Section 10.2 date of this agreement........................................................................... Section 10.2
Conversion Number. The Conversion Number shall be equal to the quotient (rounded to the nearest 1/10,000) determined by dividing the Company Share Price by the amount determined by calculating the average of the high and low sales prices of Parent Common Stock as reported on the Exchange for the twenty (20) consecutive trading days ending on the third trading day preceding the date of the meeting of the Company's stockholders for the purpose of voting on the adoption of this Agreement ("Parent Share Price"). Notwithstanding the foregoing, if the Parent Share Price is less than $52.00, the Parent Share Price shall be deemed to be $52.00 (for purposes of determining the Conversion Number) and, if the Parent Share Price is greater than $66.43, the Parent Share Price shall be deemed to be $66.43 plus fifty percent (50%) of the difference between the Parent Share Price and $66.43. In the event that prior to the Effective Time there is a change in the number of Company Shares or shares of Parent Common Stock or securities convertible or exchangeable into or exercisable for Company Shares or shares of Parent Common Stock issued and outstanding as a result of a distribution, reclassification, stock split (including reverse stock split), stock dividend or distribution, or other similar transaction, the Conversion Number shall be equitably adjusted to eliminate the effects of such event. Exhibit 5.1 illustrates the calculation of the Conversion Number under varying circumstances.
Conversion Number. 4 EBI.................................................................... 66
