Common use of Conversion of Preferred Stock Clause in Contracts

Conversion of Preferred Stock. Each Shareholder holding shares of Preferred Stock hereby acknowledges, agrees and consents that, to the extent any Preferred Shares are not converted into shares of Common Stock prior to the Effective Time, each such share of Preferred Stock shall be converted at the Effective Time into the right to receive an amount equal to the Closing Consideration for each share of Common Stock issuable upon conversion of such shares of Preferred Stock immediately prior to the Effective Time in accordance with Section 2.1(d) of the Merger Agreement. Each Shareholder agrees to execute such documents as are reasonably necessary in connection with such conversion. Notwithstanding the foregoing or anything else contained in the Agreement, nothing in this Agreement shall require any such Shareholder or any of its Affiliates to convert or exchange any shares of preferred stock (including the Preferred Stock) or any options Beneficially Owned by the Shareholder or its Affiliates prior to the Effective Time.

Appears in 6 contracts

Samples: Voting Agreement (Universal American Corp.), Voting Agreement (Lee-Universal Holdings, LLC), Voting Agreement (CVS Caremark Corp)

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Conversion of Preferred Stock. Each The Shareholder holding shares of Preferred Stock hereby acknowledges, agrees and consents that, to the extent any Preferred Shares are not converted into shares of Common Stock prior to the Effective Time, each such share of Preferred Stock shall be converted at the Effective Time into the right to receive an amount equal to the Closing Consideration for each share of Common Stock issuable upon conversion of such shares of Preferred Stock immediately prior to the Effective Time in accordance with Section 2.1(d) of the Merger Agreement. Each The Shareholder agrees to execute such documents as are reasonably necessary in connection with such conversion. Notwithstanding the foregoing or anything else contained in the Agreement, nothing in this Agreement shall require any such the Shareholder or any of its Affiliates to convert or exchange any shares of preferred stock (including the Preferred Stock) or any options (including the Options) Beneficially Owned by the Shareholder or its Affiliates prior to the Effective Time.

Appears in 3 contracts

Samples: Voting Agreement (Perry Corp), Voting Agreement (CVS Caremark Corp), Voting Agreement (CVS Caremark Corp)

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