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 Parent, Merger Sub, the Company or the holders of any securities of the Company:
(a) (i) each Class A Common Share, par value US$0.001 per share, of the Company (each, a “Class A Share”) and (ii) each Class B Common Share, par value US$0.001 per share, of the Company (each, a Class B Share”), in each case, issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares, the Dissenting Shares, Company RSs and Shares represented by ADSs) shall be cancelled and cease to exist, in exchange for the right to receive US$6.125 in cash per Class A Share or Class B Share (each, a “Share”) without interest (the “Per Share Merger Consideration”) payable in the manner provided in Section 2.04;
(b) each American Depositary Share, representing two Class A Shares (each, an “ADS”), issued and outstanding immediately prior to the Effective Time (other than, if any, ADSs representing the Excluded Shares) shall be cancelled in exchange for the right to receive US$12.25 in cash per ADS without interest (the “Per ADS Merger Consideration”) (less US$0.05 per ADS cancellation fees), payable pursuant to the terms and conditions set forth in the Deposit Agreement, and each Class A Share represented by such ADSs shall be cancelled and cease to exist, in exchange for the right of the Depositary, as the registered holder thereof, to receive the Per Share Merger Consideration, which the Depositary will distribute to the holders of such ADSs as the Per ADS Merger Consideration pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement (less US$0.05 per ADS cancellation fees); provided, that in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail;
(c) each of the Excluded Shares (other than Rollover Shares) and ADSs representing Excluded Shares (other than Rollover Shares), in each case, issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist without payment of any consideration or distribution therefor;
(d) each of the Rollover Shares issued and outstanding immediately prior to the Effective Time shall continue to exist without interruption and shall thereafter be and represent one (1) validly issued, fully paid and non-assessable ordinary share, par value US$0.01 per share, of the Surviving Company without any payment of, or the right to receive...
Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Purchaser, the Company or the holders of any of the following securities, the following will occur:
(a) each Share issued and outstanding immediately prior to the Effective Time (other than any Shares described in Section 3.1(b) and any Dissenting Shares) will be converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”), payable net to the holder in cash, without interest, subject to any withholding Taxes required by applicable Law. As of the Effective Time, all Shares will no longer be outstanding and will cease to exist, and each holder of any such Shares will cease to have any rights with respect thereto, except, other than in the case of any Shares described in Section 3.1(b) and any Dissenting Shares, the right to receive the Merger Consideration in accordance with Section 3.4, without interest, subject to any withholding Taxes required by applicable Law;
(b) each Share held in the treasury of the Company or owned by the Company or any direct or indirect wholly-owned Subsidiary of the Company and each Share owned by Parent, Purchaser or any direct or indirect wholly-owned Subsidiary of Parent or Purchaser immediately prior to the Effective Time will be cancelled and will cease to exist, and no consideration shall be delivered or deliverable in exchange therefor;
(c) each share of common stock of Purchaser issued and outstanding immediately prior to the Effective Time will be converted into one (1) fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation and will constitute the only outstanding shares of capital stock of the Surviving Corporation; and
(d) each Dissenting Share immediately prior to the Effective Time will be cancelled and will cease to exist, and no consideration shall be delivered or deliverable in exchange therefor, and Dissenting Shares will thereafter only represent the right to receive payment pursuant to Section 262 of the DGCL and as described in Section 3.3.
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. (a) Each Common Share issued and outstanding immediately prior to the Effective Time (other than any Common Shares to be canceled pursuant to Section 3.1(b) and any Dissenting Shares (as hereinafter defined)), by virtue of the Merger and without any action on the part of the holder thereof, shall be converted as of the Effective Time into the right to receive (i) $60.00 in cash (the "Cash Consideration") and (ii) one warrant (a "Parent Warrant") to purchase nine-tenths (0.9) of one American Depositary Share (a "Parent ADS") (subject to adjustment from and after the date hereof as provided in the Warrant Agreement), evidenced by an American Depositary Receipt (an "ADR"), each Parent ADS representing one-tenth (0.
1) of one ordinary voting share, without nominal value, of Parent (each a "Parent Share"), with such Parent Warrant to be substantially in the form annexed to the form of Warrant Agreement (the "Warrant Agreement") attached hereto as Exhibit A and to have an exercise price of $42.25 per Parent ADS (subject to adjustment as provided in the Warrant Agreement) (the "Warrant Consideration"). The Cash Consideration shall be payable without interest thereon, and the Cash Consideration and the Warrant Consideration (collectively, the "Merger Consideration") shall be payable to the holder of such Common Shares upon surrender of the certificate representing such Common Shares.
(b) Each Common Share held in the treasury of the Company and each Common Share issued and outstanding immediately prior to the Effective Time which is then owned beneficially or of record by PDI, Parent or any direct or indirect 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 retired and cease to exist, without any conversion thereof and no payment or distribution shall be made with respect thereto.
(c) Subject to Section 3.4, at the Effective Time the holders of certificates (the "Certificates") representing Common Shares shall cease to have any rights as shareholders of the Company, except the right to receive the Merger Consideration specified in Section 3.1(a) upon the surrender of the Certificates in accordance with Section 3.5 subject, however, to the Surviving Corporation's obligation to pay any dividends with a record date prior to the Effective Time which have been declared by the Company prior to the Effective Time and which remain unpaid at the Effective Time.
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 Parent, Merger Sub, 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 2.6(b) and any Dissenting Shares (as hereinafter defined)) shall be canceled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount (the "Merger Consideration") payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.9, of the certificate that formerly evidenced such Share;
(b) each Share held in the treasury of the Company and each Share owned by Merger Sub, Parent or any direct or indirect wholly owned Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and
(c) each share of common stock, par value $0.01 per share, of Merger Sub 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, par value $0.01 per share, of the Surviving Corporation.
Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Purchaser or the Company:
(a) Each issued and outstanding share of capital stock of Purchaser, and any Share owned by a Subsidiary of Parent other than Purchaser, shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation.
(b) Any Shares that are owned by the Company as treasury stock, and any Shares owned by Parent or Purchaser, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. Any Shares that are owned by a Subsidiary of the Company shall remain outstanding, with appropriate adjustment to the number thereof to preserve such Subsidiary’s relative percentage ownership.
(c) Each issued and outstanding Share (other than (i) Shares to be converted into common stock of the Surviving Corporation in accordance with Section 2.7(a), (ii) Shares to be canceled or to remain outstanding in accordance with Section 2.7(b) and (iii) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable to the holder thereof upon surrender, in the manner provided in this Agreement and subject to Section 2.8(g), of the certificate formerly representing such Share, without interest (the “Merger Consideration”). All such Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented 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 this Agreement, without interest.
Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities:
(a) Each share of the Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.01(b) and any Dissenting Shares to the extent provided in Section 2.06) shall be converted into the right to receive $10.00 in cash, without interest (the "MERGER CONSIDERATION"). At the Effective Time, each share of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing any such share (other than shares to be canceled pursuant to Section 2.01(b) and any Dissenting Shares) shall thereafter represent only the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.02, an amount in cash per share equal to the Merger Consideration. The holders of such certificates previously evidencing such shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Common Stock except as otherwise provided herein or by law.
(b) Each share of capital stock of the Company (i) held in the treasury of the Company or by any wholly owned subsidiary of the Company or (ii) owned by Merger Sub or any of its subsidiaries shall automatically be canceled, retired and cease to exist without any conversion thereof and no payment shall be made with respect thereto.
(c) Each share of common stock and each share of preferred stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock and one share of preferred stock (with the same rights, limitations and preferences), respectively, of the Surviving Corporation and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.