CONVERSION OF SERIES A STOCK Sample Clauses

CONVERSION OF SERIES A STOCK. The Series A Stock shall be convertible into shares of the Company's common stock, par value $0.001 per share (the “Common Stock”), on the terms and conditions set forth in this Section 6 (“Conversion Rights”).:
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CONVERSION OF SERIES A STOCK. Each Stockholder hereby (i) elects and agrees to convert, pursuant to Section 4 of the Company's Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (the "Certificate of Designations"), all shares of Series A Stock beneficially owned by the Stockholder into shares of Common Stock at the applicable Series A Preferred Conversion Rate (as defined in the Certificate of Designations), effective immediately prior to, and conditioned upon, the Consummation of the Offer, and waives any rights to liquidation preferences that the Stockholder would otherwise be entitled to in connection with the Offer or the Merger if the Series A Stock was not converted into Common Stock in accordance with this section, and (ii) to the extent that the Stockholders constitute holders of a majority of the outstanding Series A Stock on an as-converted basis, elects to cause all of the outstanding shares of Series A Stock to be converted into shares of Common Stock at the applicable Series A Preferred Conversion Rate, effective immediately prior to, and conditioned upon, the Consummation of the Offer. Each Stockholder acknowledges that upon election by the holders of a majority of the outstanding shares of Series A Stock to convert their shares of Series A Stock into Common Stock as contemplated by this section, all outstanding shares of Series A Stock will automatically convert into Common Stock in accordance with the automatic conversion provisions of Section 4(q) of the Certificate of Designations. By virtue of the Company being a signatory to this Agreement, the Stockholder's election to convert as provided by this section shall serve as, and the Company agrees that this section constitutes, effective notice to the Company of the Stockholder's election to convert in accordance with the Certificate of Designations. In connection with the Consummation of the Offer, the certificates representing the Series A Stock held by the Stockholder shall be deemed to represent the right to receive that number of shares of Common Stock into which the number of shares of Series A Stock evidenced by the certificate was converted at the applicable Series Preferred Conversion Rate, and in connection with the Offer, the right to receive, upon consummation of the Offer and such Stockholder's tender of the Series A Stock into the Offer, the Per Share Common Amount (as defined in the Merger Agreement) for each share of Common Stock that the Series A Stock certificat...
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CONVERSION OF SERIES A STOCK a. Shares of Series A Stock may be converted by the registered holders thereof into shares of common stock on a one for one basis at any time after December 31, 2000, provided that presentation of Series A Stock takes place prior to a call for the redemption of the Series A Stock by the Company. b. As promptly as practicable after the conversion and cancellation of the Series A Stock as provided in (a), above, the Company shall deliver, or cause to be delivered to the former holders of the Series A Stock certificates representing the number of shares of common stock issuable upon such conversion, issued in such name or names as such holder shall direct. c. The conversion rate shall be subject to adjustment from time to time as follows: (i) In case the Company shall at any time (A) pay a dividend with or make a distribution of shares of its common stock (whether shares of common stock or of capital stock of any other class) other than the 2-for-1 forward split in the form of a 100% stock dividend paid to shareholders of record on Xxxxx 0, 0000, (X) subdivide or reclassify its outstanding shares of common -5-
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CONVERSION OF SERIES A STOCK. Simultaneously with the execution and -------------------------------- delivery of this Agreement, and subject to the other terms hereof, NCEY will issue and cause to be registered in Xxxxx'x name 1,100,000 shares of Common Stock, $.001 par value per share (the "Common Stock"). Such shares of Common Stock shall be evidenced by 22 certificates, each representing 50,000 shares of Common Stock and shall be fully paid and non-assessable shares of the capital stock of NCEY. The Parties acknowledge and agree for all purposes that the Common Stock so issued has been issued solely in exchange for the 5,000 shares Series A Stock, that no additional consideration has been given or received therefor, and that no person has been or will be paid any compensation for or in connection with the exchange of the Series A Stock for the Common Stock. The Parties additionally agree that after the 5,000 shares of Series A Stock are exchanged for the 1,100,00 shares of Common Stock, that Xxxxx will have no further rights in connection with any Series A Stock.
Sample 1
CONVERSION OF SERIES A STOCK. Each share of outstanding Company’s Series A Preferred Stock, par value $0.0001 (the “Company Series A Stock”), that is issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger, and without further action on the part of any holder thereof, be automatically converted into the right to receive, and shall be exchangeable for (subject to Sections 1.2(f), 1.2(h), 1.2(i), 1.2(j), 1.3 and 1.10), at the Effective Time, that fraction of a fully paid and nonassessable shares of Parent common stock, $0.001 par value per share (“Parent Common Stock”) equal to the Series A Exchange Number (as defined in Section 1.2(e) below);
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Related to CONVERSION OF SERIES A STOCK

  • 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 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 Stock At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, Company or the holder of any of the following securities:

  • Conversion of Shares (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company:

  • Series A Preferred Stock On the Closing Date, each Subscriber shall purchase and the Company shall sell to each such Subscriber, the number of shares of Preferred Stock designated on such Subscriber’s signature page hereto for such Subscriber’s Purchase Price indicated thereon.

  • Conversion of Common Stock In case all or any portion of the authorized and outstanding shares of Common Stock of the Company are redeemed or converted or reclassified into other securities or property pursuant to the Company's Certificate of Incorporation or otherwise, or the Common Stock otherwise ceases to exist, then, in such case, the Holder of this Warrant, upon exercise hereof at any time after the date on which the Common Stock is so redeemed or converted, reclassified or ceases to exist (the "TERMINATION DATE"), shall receive, in lieu of the number of shares of Common Stock that would have been issuable upon such exercise immediately prior to the Termination Date, the securities or property that would have been received if this Warrant had been exercised in full and the Common Stock received thereupon had been simultaneously converted immediately prior to the Termination Date, all subject to further adjustment as provided in this Warrant. Additionally, the Purchase Price shall be immediately adjusted such that the aggregate Purchase Price of the maximum number of securities or other property for which this Warrant is exercisable immediately after the Termination Date is equal to the aggregate Purchase Price of the maximum number of shares of Common Stock for which this Warrant was exercisable immediately prior to the Termination Date, all subject to further adjustment as provided herein.

  • Conversion of Company Preferred Stock The Company shall have completed the conversion of all issued and outstanding Company Preferred Stock to Company Common Stock.

  • Series B Preferred Stock Section 1.2(d)......................... 5 Shares............................ Section 3.2(a).........................

  • Issuance of Preferred Stock So long as this Warrant remains outstanding, the Company will not issue any capital stock of any class preferred as to dividends or as to the distribution of assets upon voluntary or involuntary liquidation, dissolution or winding up, unless the rights of the holders thereof shall be limited to a fixed sum or percentage of par value in respect of participation in dividends and in the distribution of such assets.

  • Conversion of Company Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

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