Conversion of Company Class A Common Stock Sample Clauses

Conversion of Company Class A Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any of Parent, Merger Sub, the Company or the holder of any capital stock of Parent, Merger Sub or the Company:
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Conversion of Company Class A Common Stock. Each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (but excluding any Cancelled Shares, any Dissenting Shares and any unvested Company Restricted Stock Awards to be cancelled without payment in respect thereof pursuant to Section 3.06(c)) shall be cancelled and extinguished and automatically converted into and shall thereafter represent the right to receive an amount in cash equal to $11.15 (such amount of cash, as may be adjusted pursuant to Section 3.01(f), is hereinafter referred to as the “Public Merger Consideration”), payable to the
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Conversion of Company Class A Common Stock. Each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a ratable share of the Cash Consideration and the Note Participation set forth on Exhibit B attached hereto (the “Class A Conversion Consideration”). All such Company Class A Common Stock, when so converted, will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and the holder of such Company Class A Common Stock immediately prior to the Effective Time will cease to have any rights with respect thereto, except the right to receive the Class A Conversion Consideration.
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Conversion of Company Class A Common Stock. (i) Each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares) shall be converted automatically into the right to receive $22.95 in cash, without interest (the “Merger Consideration”).
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Conversion of Company Class A Common Stock. Subject to Section 3.2 and Section 3.3, each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled or converted into shares of the Surviving Corporation in accordance with Section 3.1(b)) shall be converted into the right to receive the $0.86, without interest (the “Merger Consideration”) and net of withholding of Taxes as provided in Section 3.2(g). All such shares of Company Class A Common Stock converted pursuant to this Section 3.1(c), when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such shares of Company Class A Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration.
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Conversion of Company Class A Common Stock. Each share of Company Class A Common Stock (or fraction of a share of Company Class A Common Stock) issued and outstanding immediately prior to the Effective Date shall be converted into and thereafter represent one duly issued, fully paid and nonassessable share (or equal fraction of a share) of New Parent Class A Common Stock.
Sample 1
Conversion of Company Class A Common Stock. The shares of Class A Common Stock, $0.001 par value, of the Company (the “Company Class A Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Company Class A Common Stock held by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL (“Dissenting Stockholders”)) will be canceled and extinguished and automatically converted into the right to receive, in the aggregate for all such shares, $2,272,438.34 (the “Class A Consideration”), plus any Additional Merger Consideration or Earn Out Consideration payable pursuant to Sections 1.6 or 1.7, respectively. The Class A Consideration and any Additional Merger Consideration and/or Earn Out Consideration shall be allocated among the holders of Company Class A Common Stock as set forth on Schedule 1.5 hereto.
Sample 1
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Conversion of Company Class A Common Stock. Each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (but excluding any Cancelled Shares, any Dissenting Shares and any unvested Company Restricted Stock Awards to be cancelled without payment in respect thereof pursuant to Section 3.06(c)) shall be cancelled and extinguished and automatically converted into and shall thereafter represent the right to receive an amount in cash equal to $11.15 (such amount of cash, as may be adjusted pursuant to Section 3.01(f), is hereinafter referred to as the “Public Merger Consideration”), payable to the holder thereof, without interest, in accordance with Section 3.03 (or in the case of a lost, stolen or destroyed Certificate, in accordance with Section 3.04). All of the shares of Company Class A Common Stock converted into the Public Merger Consideration pursuant to this Article III shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of such a share of Company Class A Common Stock represented by a certificate (each, a “Certificate”) and each holder of such a non-certificated share of Company Class A Common Stock represented by book-entry (each, a “Book-Entry Share”), in each case, outstanding immediately prior to the Effective Time shall thereafter cease to have any rights with respect to such securities, except the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.03 (or in the case of a lost, stolen or destroyed Certificate, in accordance with Section 3.04), the Public Merger Consideration, without interest.
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Related to Conversion of Company Class A Common Stock

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

  • Class A Common Stock Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock having a preference over or the right to participate with the Class A Common Stock with respect to the payment of dividends and other distributions in cash, stock of any corporation or property of the Corporation, the holders of Class A Common Stock shall be entitled to receive ratably, taken together as a single class, in proportion to the number of shares held by each such stockholder such dividends and other distributions as may from time to time be declared by the Board in its discretion out of the assets of the Corporation that are by law available therefor at such times and in such amounts as the Board in its discretion shall determine.

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • 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 following securities:

  • Conversion of Company Common 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 following securities:

  • Class B Common Stock 2 Closing........................................................................5

  • Changes in Common Stock or Preferred Stock If, and as often as, there is any change in the Common Stock or the Preferred Stock by way of a stock split, stock dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue with respect to the Common Stock or the Preferred Stock as so changed.

  • 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").

  • Availability of Shares of Preferred Stock (a) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Preferred Stock or any shares of Preferred Stock held in its treasury, the number of shares of Preferred Stock that will be sufficient to permit the exercise in full of all outstanding Rights.

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