Conversion of Securities Clause Samples
The Conversion of Securities clause defines the terms and conditions under which one type of security, such as preferred shares or convertible notes, can be exchanged for another, typically common shares. This clause outlines the conversion ratio, timing, and any triggers or events—such as a financing round or company sale—that allow or require conversion. Its core practical function is to provide a clear mechanism for investors or holders to convert their securities, ensuring predictability and fairness in how ownership interests may change over time.
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Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the following securities:
(a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be canceled pursuant to Section 1.07(b), any Shares to remain outstanding pursuant to Section 1.07(c) and any Dissenting Shares as defined in Section 1.09) shall be canceled and shall be converted automatically into the right to receive an amount equal to $7.00 (the "Per Share amount") in cash (the "Merger Consideration") payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 1.10, of the certificate that formerly evidenced such Share;
(i) Each Share held in the treasury of the Company and each Share owned by any direct or indirect wholly owned subsidiary of the Company and each Share owned by Purchaser immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; (ii) Each share of common stock of Purchaser outstanding immediately prior to the Effective Time shall be converted and exchanged for one validly issued, fully paid and nonassessable share of Class A or Class B Common Stock (as appropriate), par value $.01 per share, of the Surviving Corporation equal to and with the same rights, powers and privileges as the shares so converted; and (iii) Each share of preferred stock of Purchaser outstanding immediately prior to the Effective Time shall be converted and exchanged for one validly issued, fully paid and non-assessable share of Series A Preferred Stock of the Surviving Corporation with the same rights, powers and privileges as the preferred stock so converted;
(c) certain of the Shares held by and registered in the names of certain members of management and the Board (the "Rollover Shareholders"), pursuant to the terms of the voting agreement among the Rollover Shareholders, certain members of management and Purchaser, substantially as set forth in Exhibit C-2 attached hereto (the
Conversion of Securities. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of EVI, GulfMark, Sub or their stockholders:
(a) Subject to adjustment pursuant to Section 1.7(e) hereof, each share of GulfMark Common Stock issued and outstanding immediately prior to the Effective Time (the "Shares"), shall be converted into the right to receive .6695 of a share of EVI Common Stock (the "Exchange Ratio"); provided, however, that no fractional shares of EVI Common Stock shall be issued and in lieu thereof, a cash payment shall be made in accordance with Section 1.7(d) hereof. Except as set forth in the preceding sentence with respect to cash in lieu of fractional shares, no other consideration will be paid to GulfMark or its stockholders.
(b) Each Share owned directly or indirectly by GulfMark as treasury stock and each Share owned by Sub, EVI or any direct or indirect wholly-owned subsidiary of EVI or of GulfMark immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto.
(c) Each share of common stock, par value $1.00 per share, of Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, $1.00 par value per share, of the Surviving Corporation.
(d) No fractional shares of EVI Common Stock shall be issued in the Merger. All fractional shares of EVI Common Stock that a holder of Shares would otherwise be entitled to receive as a result of the Merger shall be aggregated and if a fractional share of EVI Common Stock results from such aggregation (i) such fractional share of EVI Common Stock shall be disregarded and the shares of EVI Common Stock issuable to such holder shall be rounded off to the nearest whole share of EVI Common Stock if such fractional share of EVI Common Stock represents less than one-half of one percent of the total shares of EVI Common Stock such holder is entitled to receive in the Merger and (ii) in all other cases, such holder shall be entitled to receive, in lieu of a fractional share of EVI Common Stock, an amount in cash determined by multiplying the average of the daily closing sale price per share of EVI Common Stock on the New York Stock Exchange ("NYSE") for the ten trading days immediately preceding the Effective Time of the Merger by the fraction of a share of EVI Common Stock to which suc...
Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities:
Conversion of Securities. EXCHANGE OF CERTIFICATES
Conversion of Securities. Section 2.1 Conversion of Capital Stock................................................... 8 Section 2.2 Exchange of Certificates...................................................... 9 Section 2.3
Conversion of Securities. SECTION 2.01
Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Purchaser, the Company or the holder of any of the following securities:
(a) Each Share issued and outstanding immediately before the Effective Time (other than any Shares to be cancelled pursuant to Section 2.9(b) and any Dissenting Shares (as defined in Section 2.10(a)) shall be cancelled and extinguished and be converted into the right to receive the Offer Price in cash payable to the holder thereof, without interest (the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.11 hereof. All such Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.11 hereof, without interest.
(b) Each Share held in the treasury of the Company and each Share owned by the Purchaser or any direct or indirect wholly owned subsidiary of the Purchaser immediately before the Effective Time shall be cancelled and extinguished and no payment or other consideration shall be made with respect thereto.
(c) Each share of common stock, par value $.01 per share, of the Purchaser issued and outstanding immediately before the Effective Time shall thereafter represent one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.
Conversion of Securities. As of the Effective Time, by virtue of the Merger and without any action on the part of any stockholder of the Company:
(a) All shares of Common Stock and Class A Common Stock that are held in the treasury of the Company or by any wholly-owned subsidiary of the Company and any shares of Common Stock and Class A Common Stock owned by Parent, Merger Sub or any other wholly-owned subsidiary of Parent shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and no consideration shall be delivered in exchange therefor.
(b) Each share of Common Stock and Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Sections 1.6(a), 1.6(d) or 1.6(e) and other than Dissenting Shares (as defined in Section 1.8)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, $2.05 per share (the “Merger Consideration”). All such shares of Common Stock and Class A Common Stock, by virtue of the Merger and without any action on the part of the holder thereof, shall no longer be outstanding and shall automatically be canceled and retired and each holder of shares of Common Stock or Class A Common Stock immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration for such shares upon surrender of such Certificates (as defined below).
(c) Each issued and outstanding share of the capital stock of Merger Sub shall be converted into and become one (1) fully paid and nonassessable share of Common Stock of the Surviving Corporation.
(d) Each option outstanding at the Effective Time to purchase shares of Common Stock (a “Stock Option”) granted under (i) the Option Plan and (ii) any other stock plan or agreement of the Company, immediately prior to the Effective Time shall (A) if unvested, become fully vested, and (B) be converted into the right to receive a cash amount equal to the Option Consideration (as hereinafter defined). All Stock Options, by virtue of the Merger and without any action on the part of the holder thereof, shall no longer be outstanding and shall automatically be canceled and retired and each holder of Stock Options immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Option Consideration for such Stock Options. For purposes of this Agreement:
Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of LLIT, Newegg, Merger Sub or the holders of any securities of LLIT, Newegg or Merger Sub, other than as contemplated in this Agreement, the following shall occur:
(a) Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation (and the shares of the Surviving Corporation into which the shares of Merger Sub Common Stock are so converted shall be the only shares of the Surviving Corporation’s capital stock that are issued and outstanding immediately after the Effective Time), so that immediately following the Effective Time, LLIT will be the holder of all the issued and outstanding shares of capital stock of the Surviving Corporation.
(b) Subject to the provisions of Sections 1.8 and 1.9, each Newegg Share that is issued and outstanding immediately prior to the Effective Time (including any Newegg Class A Shares, Newegg Class B Shares, Newegg Series Preferred A Shares and Newegg Series AA Preferred Shares but excluding any Dissenting Shares (as hereinafter defined) or Excluded Shares (as hereinafter defined)) shall be exchanged for and converted into such number of validly issued, fully paid and non-assessable LLIT Class A Shares (the “LLIT Exchange Shares”) equal to the LLIT Conversion Ratio (the total number of LLIT Exchange Shares is collectively referred to as the “Merger Consideration”). The LLIT Conversion Ratio shall equal the Newegg Per Share Value divided by the LLIT Per Share Value. The “Newegg Per Share Value” shall equal $880,000,000 divided by the number of outstanding Newegg Shares on the date hereof. The “LLIT Per Share Value” shall equal (i) the volume-weighted average trading price of LLIT Class A Shares for the consecutive twenty (20) Trading Days immediately prior to and including October 16, 2020, as adjusted for a 1 to 8 reverse stock split effective on the date hereof (the “LLIT 20 Day VWAP”) minus (ii) (A) $3,500,000 (the “Escrow Amount”) divided by (B) the number of LLIT Class A Shares and LLIT Class B Shares issued and outstanding on the date hereof, after giving effect to such reverse stock split. The LLIT Conversion Ratio shall be rounded to four decimal places and shall be appropriately adjusted to reflect the effect of any stock split, split-up, reverse stock sp...
Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the Shares:
(a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.06(b)) shall be cancelled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration"), payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.08, of the certificate that formerly evidenced such Share;
(b) Each Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; and
(c) Each share of common stock, without par value, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock, $.0025 par value per share, of the Surviving Corporation.