Conversion of Equity Interests Sample Clauses

Conversion of Equity Interests. (a) Under and subject to the terms and conditions of this Merger Agreement, the Equity Holder is entitled to receive as a result of and upon consummation of the Merger, the Merger Consideration set forth under the heading “Marathon LLC” in Schedule 1.07.
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Conversion of Equity Interests. At the Effective Time, by virtue of the Merger and without any action on the part of BCIC, TCPC or Merger Sub or the holder of any of the following securities:
Conversion of Equity Interests. (a) Under and subject to the terms and conditions of this Agreement, each Stockholder is entitled to receive as a result of and upon consummation of the Merger, the Merger Consideration set forth under the heading “PGI” in Schedule 1.07.
Conversion of Equity Interests. (a) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of the Buyer, Merger Sub, the Company, any Stockholder or any holder of any shares of capital stock of Merger Sub:
Conversion of Equity Interests. Each share of common stock in Holdco issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive the Common Stock Consideration and Preferred Stock Consideration issued or paid by SMGI to the applicable Sellers in accordance with Section 2.2(c). The outstanding shares of common stock in Merger Sub issued and outstanding immediately prior to the Effective Time automatically shall be converted into and exchanged for all of the outstanding shares of common stock in Holdco as of immediately following the Effective Time. From and after the Effective Time, the shares of common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock into which they were converted in accordance with the immediately preceding sentence.
Conversion of Equity Interests. (a) At the Company Effective Time, by virtue of the Company Merger and without any action on the part of Merger Sub, Buyer, the Company, the Sellers or any other Person, (i) the Company Partnership Interests shall thereupon be cancelled and extinguished and converted automatically into and become the right to receive the payments under Section 2.7(b) and Section 2.9 on the terms and subject to the conditions set forth herein and (ii) each of the issued and outstanding limited liability company interests in Merger Sub shall automatically be converted into and become partnership interests in the Surviving Company.
Conversion of Equity Interests. At the effective time, (i) each outstanding share of Nuvation Bio Class A common stock and Nuvation Bio Series A preferred stock will be canceled and converted into the right to receive a number of shares of New Nuvation Bio Class A common stock equal to the exchange ratio and
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Conversion of Equity Interests. The manner and basis of converting the equity interests of each of the Constituent Organizations shall be as follows:
Conversion of Equity Interests. Each share of MPMO HoldCo preferred stock issued and outstanding immediately prior to the effective time of the initial MPMO merger will be converted into the right to receive (i) the number of shares of FVAC Class A common stock equal to (A) 71,941,543.08436 divided by (B) the sum of (1) the number of shares of MPMO HoldCo common stock plus (2) the number of shares of MPMO HoldCo preferred stock, in each case, outstanding as of immediately prior to the closing and (ii) the contingent right to receive Earnout Shares that may be issued in accordance with the terms of the Merger Agreement. Each share of MPMO HoldCo common stock issued and outstanding immediately prior to the effective time of the initial MPMO merger will be converted into the right to receive (i) the number of shares of FVAC Class A common stock equal to (A) 71,941,543.08436 divided by (B) the sum of (1) the number of shares of MPMO HoldCo common stock plus (2) the number of shares of MPMO HoldCo preferred stock, in each case, outstanding as of immediately prior to the closing and (ii) the contingent right to receive Earnout Shares that may be issued in accordance with the terms of the Merger Agreement. Each share of SNR HoldCo common stock issued and outstanding immediately prior to the effective time of the initial SNR merger will be converted into the right to receive (i) the number of shares of FVAC Class A common stock equal to (A) 20,000,000 divided by (B) the number of shares of SNR HoldCo common stock outstanding as of immediately prior to the closing and (ii) the contingent right to receive Earnout Shares that may be issued in accordance with the terms of the Merger Agreement. No fractional shares will be issued in connection with the Business Combination. In lieu thereof, FVAC shall pay or cause to be paid cash to each holder who otherwise would have been entitled to receive a fractional share. Upon the closing of the Business Combination, all Founder Shares outstanding at the time of the Business Combination will automatically convert, in accordance with FVAC’s existing charter, to FVAC Class A common stock, and a percentage of such shares will be subject to the vesting and forfeiture provisions set forth in the Parent Sponsor Letter Agreement. For more information, see “Related Agreements—Parent Sponsor Letter Agreement”. We refer these transactions, together with the Mergers and the other transactions and ancillary agreements contemplated by the Merger Agreement as the “Business...
Conversion of Equity Interests. (a) At the GA Effective Time, by virtue of the GA Merger and without any further action on the part of any Person:
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