Conversion of Company Convertible Notes Sample Clauses

Conversion of Company Convertible Notes. Following the Effective Time, Parent shall take all actions necessary, in accordance with state and federal securities laws and the terms of the indenture governing the Company Convertible Notes, to effect any conversion of the Company Convertible Notes issued and outstanding at the time of such conversion as requested by the holders of the Company Convertible Notes.
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Conversion of Company Convertible Notes. Company shall take all requisite action so that, as of the Effective Time, each note issued by the Company which is convertible into shares of the Company Common Stock is converted, by virtue of the Merger and without any action on the part of the holder of such convertible note, into that number of shares of Parent Common Stock equal to the product of the aggregate number of shares of Company Common Stock, as the case may be, into which such note was convertible and (ii) the Exchange Ratio, rounded down to the nearest whole share. All such convertible notes shall continue to have, and be subject to, the same terms and conditions set forth in such convertible notes except as otherwise provided for herein
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Conversion of Company Convertible Notes. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of any Company Convertible Noteholder, each Company Convertible Note principal shall be converted into validly issued, fully paid and nonassessable shares of common stock, par value $0.001 per share, of the Parent at a conversion price of $2.27 a share. All accrued and unearned interest shall remain unpaid.
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Conversion of Company Convertible Notes. All outstanding Company Convertible Notes shall have been converted into shares of Series A Preferred Stock, and there shall be no Company Convertible Notes outstanding.
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Conversion of Company Convertible Notes. All of the outstanding Company Convertible Notes shall have been converted into Series B - 1 Preferred Stock.
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Conversion of Company Convertible Notes. Effective as of the Effective Time, each Company Convertible Note held by an Electing Company Convertible Noteholder, to the extent then outstanding, shall automatically, without any action on the part of the holder thereof, be cancelled and converted into and thereafter evidence that number of shares of Holdings Common Stock equal to (a) the outstanding principal amount of, and accreted interest on, such Company Convertible Note as of immediately prior to the Effective Time, multiplied by (b) the Exchange Ratio, and divided by (c) the Per Share Price, rounded up to the nearest whole number of shares of Holdings Common Stock.
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Conversion of Company Convertible Notes. Other than as provided in this Article 2, the Noteholder will not convert or elect to convert, all or in part, any amount outstanding at any time under any Subject Note into shares of Company Capital Stock. Notwithstanding anything to the contrary in any Subject Note or any other Contract relating thereto, effective as of the time that is immediately prior to the Effective Time, (a) the then-current outstanding unpaid principal and accrued but unpaid interest under each such Subject Note (together with any other unpaid fees due thereunder, the “Convertible Amount”), shall automatically convert into shares of Company Common Stock in accordance with the terms and conditions set forth in such Subject Note, (b) each such Subject Note shall be deemed to be paid in full and shall cease to be binding upon the Company and the Surviving Corporation, and none of the Company, the Surviving Corporation or any of their Affiliates shall have any further obligations with respect thereto, and (c) each of Parent, Merger Sub, the Company and the Surviving Corporation are hereby authorized to file any UCC-3 financing statement terminating such Noteholder’s Liens in any assets or properties of the Company or the Surviving Corporation and authorizes each of Parent, Merger Sub, the Company and the Surviving Corporation, or its designees, to take any other action reasonably necessary to effect the foregoing. The Noteholder releases Parent, Merger Sub, the Company and the Surviving Corporation from any and all claims related to the Subject Notes upon their conversion as set forth in this Article 2.
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Conversion of Company Convertible Notes 
Sample 1

Related to Conversion of Company Convertible Notes

  • 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:

  • 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 shares of Company Common Stock, Parent Stock (as defined below) or any capital stock of Merger Sub:

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

  • 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 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 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:

  • 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.

  • Conversion Shares Issuable Upon Conversion of Principal Amount The number of Conversion Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount of this Debenture to be converted by (y) the Conversion Price.

  • Purchase of Convertible Debentures Subject to the satisfaction (or waiver) of the terms and conditions of this Agreement, each Buyer agrees, severally and not jointly, to purchase at Closing (as defined herein below) and the Company agrees to sell and issue to each Buyer, severally and not jointly, at Closing, Convertible Debentures in amounts corresponding with the Subscription Amount set forth opposite each Buyer's name on Schedule I hereto. Upon execution hereof by a Buyer, the Buyer shall wire transfer the Subscription Amount set forth opposite his name on Schedule I in same-day funds or a check payable to "Wachovia, N.A., as Escrow Agent for MobilePro Corp.,/ Cornell Capital Partners, LP ", which Subscription Amount shall be held in escrow pursuant to the terms of the Escrow Agreement (as hereinafter defined) and disbursed in accordance therewith. Notwithstanding the foregoing, a Buyer may withdraw his Subscription Amount and terminate this Agreement as to such Buyer at any time after the execution hereof and prior to Closing (as hereinafter defined).

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